Terms of Service for Vendors
I.
Definitions
1. “Affiliates” in relation to the Company shall mean any Person that controls, is controlled by or is in common control with the Company. For purposes of this definition, “control” means the power to direct the management or policies of a Person, whether through the ownership of over fifty percent (50 %) of the voting power of such Person, or through the power to appoint more than half of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise;
2. “Agreement” The Agreement or this Agreement or Terms shall refer to this ‘Terms of Service for Vendors’;
3. “Applicable Laws” means the laws in force in India applicable to the Parties or any of their respective Affiliates, properties, assets, officers, directors or employees, agents, consultants, as the case may be, in their respective jurisdiction of existence or operation;
4. “Company or Eventpayg” refers to us and our company registered under the Companies Act, 2013, by the name & style ‘REWAGO MANAGEMENT SOLUTIONS PRIVATE LIMITED’ having CIN no. U74999PN2018PTC177579, having its registered office at Pune, Maharashtra. Company can be addressed as Our and Us in this Agreement;
5. “Listing” shall mean publication of Vendor’s information on Website;
6. “Listing Fees” means a fixed amount of monthly fees to be paid by the Vendor to the Company to avail Listing on the Website of the Company.
7. “Person” means and includes any natural person and legally recognised entity;
8. “Services” shall mean the Company’s business of providing an e-platform through it’s Website of providing listing of Vendors to Users who provide various services related to planning, conducting and management of various events. The Company also enlists various events;
9. “Third Party” shall refer to any person or legal entity who is not a party to this Agreement;
10. “User” shall refer to all Persons who access the Website including registered and unregistered users of the Website;
11. “User Account or Account” means and refers to as the Account maintained by the User on the Company’s Website;
12. “User Information” shall mean name, address, phone number, email ID or such other personal information of the User through which it is possible to identify a User;
13. “Vendor” is a third party unrelated to the Company who sells, supplies and/or provides the products and/or services and has entered into an agreement with the Company to let the Users avail the supply of goods and or services provided by them. The Company itself does not indulge in any selling activity of the Vendors. Vendor may be addressed as You or Your in this Agreement;
14. “Website” refers to our website having link ‘www.eventpayg.com’ This Website is owned and operated by the Company;
II. Interpretations
1. Agreement means this Agreement together with all Schedules and Annexures (if any);
2. References to a party hereunder shall include such party's successors, permitted assigns and any persons deriving title under it;
3. The descriptive headings of Clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Clauses;
4. The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons unless the context otherwise permits;
5. Any grammatical form of a defined term herein shall have the same meaning as that of such term; and The words "including" and "includes" herein shall always mean "including, without limitation" and "includes, without limitation", respectively
III. Acceptance of Terms and Conditions
1. By using and/or accessing, with or without registration, our Website ‘Company', the Vendor unconditionally agrees to the Terms and Conditions provided herein this Agreement. If you do not wish to agree to the outlined terms and conditions please refrain from using this Website
2. Amendments and changes: The Company solely reserves the right to amend the Terms at any time. All amendments to the Terms will be posted on the Company’s Website. Such changes may include, among other things, the adding of certain fees or charges. The said amendment once posted on Website shall be effective immediately and shall be deemed to have been read, understood and agreed by the Vendor. Continued use of any of the Services provided by the Company via Website (or via other electronic or other communication from the Company) including the information services, content and transaction capabilities on the Website, including the continued and further utilisation of our Services in any other way shall deem to constitute acceptance of the amended Terms
3. The Services (defined hereinbefore) of 'Company' is provided by REWAGO MANAGEMENT SOLUTIONS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 and having its registered office at Pune, Maharashtra, India. The Company does not have any control or influence in approval process of any Vendor. The Company does not intend to guarantee any business to such Vendors.
IV. General Terms
1. This Agreement will override any previous understanding (whether written or oral) between the Vendor and Company on the subject matter of this Agreement. The Agreement shall be valid and effective for till the time Vendor remains listed on the Website of the Company.
2. By enlisting yourself on the Company’s Website, you hereby grant us consent to allow our Users to contact you directly.
3. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company’s Services
V. Modus Operandi
1. Company currently operates through Website. Company may, at its discretion use a different platform or modify the manner in which it operates.
VI. Commercial Terms
1. Listing of Vendor – Company permits Vendors to list themselves post Registration on its Website. The details of listing, including description of goods and services provided by the Vendor, are to be provided by Vendor and Vendor is solely responsible for the details provided in his listing.
2. Priority in Listing – Vendor hereby agrees that the priority in the listing shall be determined by Company.
3. Removal of Listing – The Company can remove the listing of the Vendor at any time if such listing or Vendor has committed breach of this agreement, or on receipt of request for removal from the User or on account of commitment of such act which is not permitted by Applicable law.
4. Amendment of Listing - Company reserves the right to change the Listing options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords. The final decision making power with regard to Listing shall however vest in Company and such decision shall be final and binding on the Vendor.
5. Duration of Agreement – the duration of listing of the Vendor on the Company’s Website shall be 12 months unless otherwise agreed by the Parties.
6. Payment Modes – The Company charges Listing Fees for publication of Vendor’s information on its Website. The Company allows the Vendor to make the payment of Listing fee by way any of the following modes:
i. Cheque;
ii. Demand Draft;
iii. RTGS (Real Time Gross Settlement);
iv. ECS (Electronic Clearing Service);
v. CCSI (Credit Card Standing Instruction); and
vi. NACH (National Automated Clearing House)
a. It is hereby clarified that the Company does not encourage/prefer that payments be made in cash. Any cash payments made by the Vendor pursuant to an Agreement with Company, shall be at the sole risk of the Vendor, without any recourse to Company.
b. Payments can be made by the Vendor monthly or as directed by Company. Company shall make best efforts to activate the Agreement within 14 (Fourteen) working days from the date of receipt of the Listing Fee into its bank account, (subject to delay due to technical malfunctions). However Company will not be liable in any manner for any delay in activating the Agreement of a Vendor.
c. The Vendor hereby agrees that it shall make the payment via such mode which is mentioned on the Clause VI of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Vendor shall also be liable to pay interest @18 % per annum during that period.
d. Payment of Listing Fees is an essence of this Agreement and non-payment can result in termination of this Agreement at the discretion of the Company
7. Lump Sum Payment Mode - If a Vendor opts the lump sum payment mode while entering into the Agreement then the tenure of the Agreement will be equivalent to the amount paid by the Vendor.
8. Consequences Of Non-Payment Of Listing Fees / ECS Amount - In the event Vendor fails to make any payment, including the Listing Fee in time and as per the payment plan chosen by him, Company may, in its sole discretion, suspend the Vendor's Listing or access to the Service, as the case may be, until necessary payments are made by the Vendor. Further, the Vendor agrees and acknowledges that the Vendor shall be deemed to have waived his rights to the Service and the Vendor's listing for the period during which the Service and the Listing is suspended for non-payment. The right of Company to suspend the Service and the Listing shall be without prejudice to Company's right to terminate the Agreement for any material breach committed by the Vendor.
9. In case payment mode opted by the Vendor is ESC, CCSI & NACH, then the listing would be automatically renewed on the same terms and conditions unless determined otherwise by the Parties. The automatic renewal is at the absolute discretion of the Company. In case the Vendor wishes to terminate the ECS/CCSI/NACH/Direct Debit facility, the Vendor has to provide prior written notice of 3 months to the Company, only upon the completion of minimum tenure of 9 (nine) months from the date of registration of the Vendor.
10. Issuance Of Invoice
a. On receipt of the Listing Fees and subject to credit of actual payment in the account/books of the Company, Company will issue an invoice to the Vendor containing, interalia, the following details:
§ The Listing including the fees paid and payable as on the date of the invoice; and
§ Description of the products and services of the Vendor.
b. Invoice is valid subject to realization of payment.
11. Taxes –The Company falls under the category specified under section 194C of the Income Tax Act and accordingly a maximum of 2% of TDS is deductible by the Vendor. The Vendor is required to deposit the same, file return thereof and intimate the Company every quarter. Apart from that, the Company is entitled to charge Vendors for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Listing fees and the Vendor hereby agrees to pay the said taxes and charges promptly without raising any objections. Vendor also agrees that in the event the said taxes and charges are not charged by the Company, the same shall be paid by the Vendor directly to the authorities concerned without raising any objection. The Vendor further agrees that the taxes and charges payable under this Clause is in addition to Listing Fees. Goods and Services Tax is levied as per existing government policy
VII. No Guarantee Of Business
Company does not guarantee any business to the Vendor. Company does not take any responsibility of Users availing services or purchasing goods of the Vendor.
VIII. No Marketing
Company is not obliged to and neither intends to and does not market the offerings of Vendor and shall not be obliged to recommend Vendor to the Users. Company's obligation under the Agreement is limited to the obligations explicitly set out herein and in no event does Company undertake to generate or guarantee inquiries or business to the Vendor.
IX. Consent For Reaching Out Via Phone Call, Sms, Email Or Any Other Form Of Electronic Communication
It is further clarified that your registration on the Website shall be deemed to be your consent to be contacted for the purposes mentioned above, (i) on the mobile number shared by you even if you are registered with the National Customer Preference Register (NCPR) and have opted out of receiving promotional calls and messages and (ii) by way of SMS or email notifications or messages in any other electronic form
X. Indemnification
Vendor shall indemnify and hold harmless Company, its affiliates, directors, officers, agents and employees from loss, or damage including attorney's fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Vendor, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information of the Vendor on the Website of Company, regarding content of the Listing of the Vendor and any claims including but not limited to the quality or usefulness of the products or services of the Vendor.
XI. Confidentiality And Related Obligations
The Vendor shall keep any information regarding the Users of the Service ("User Information") confidential both, during the subsistence of this Agreement and after its termination. The Vendor shall not, without the prior written consent of Company and respective User, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Vendor is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Company is made aware of any such practice of the Vendor in violation of the terms of this Agreement, Company shall be entitled to terminate the Agreement as well as initiate such legal proceedings against the Vendor, as it may deem fit at its sole discretion and without prejudice to rights available to it under Applicable Law.
XII. Vendor Obligations and Covenants
1. Vendor represents and warrants that:
i. it is a bona fide business organization carrying on business in relation to the items disclosed to Company;
ii. it has the rights to use the trademarks;
iii. the business carried on by Vendor does not violate or infringe upon any law or regulation and all registrations, authorizations and permission necessary approvals required for carrying on business have been procured by it; and
iv. all information provided about itself (Vendor) to Company, is and shall at all times be accurate, valid and complete;
v. it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Vendor to Company) to Company.
vi. Company shall not be liable for reviewing the content and for any legal violation due to the publication of the Content. The Vendor shall review and be solely responsible for the content of its Listing, and ensure that the Content:
§ Is not made in contravention to any Applicable Law including but not limited to Consumer Protection Act, 1986, Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulation of Trade, Commerce, Production, Supply and Distribution) Act, 2003, Drug and Magic Remedies (Objectionable Advertisement) Act, 1954, Drugs and Cosmetics Act, 1940, Emblems and Names (Prevention of Improper Use) Act, 1950, Food Safety and Standards Act, 2006, Indecent Representation of Women (Prohibition) Act, 1986, Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994, Young Persons (Harmful Publications) Act, 1956, The Representation of People Act, 1951, Indian Penal Code, 1860 and any other Applicable Law as may be in force during the term of this Agreement.
§ Does not misrepresent the source of anything posted, including impersonation of another individual or entity or any false or inaccurate biographical information for any Vendor;
§ Does not provide or create links to external sites that violate the Terms of Service;
§ Is not intended to harm or exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;
§ Does not invade anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;
§ Does not contain falsehoods or misrepresentations that could damage the Company or any third party;
§ Is not pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
§ Is not copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant the Company all of the license rights granted herein;
§ Does not contain or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;
§ Is not intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
§ Does not intend to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate the Company’s employee, agent, manager, host, another user, or any other person though any means;
§ Does not advertise or solicit a business not related to or appropriate for the Website (as determined by the Company in its sole discretion);
§ Does not contain or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
§ Does not contain advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;
§ Does not distribute or contains viruses or any other technologies that may harm the Company, it’s Affiliates, or the interests or property of the Users
§ Does not contain links to commercial services or websites, except as allowed pursuant to the Terms of Service;
§ Is not non-local or irrelevant content;
§ Does not contain identical or repetitive content;
§ Does not use any form of automated device or computer program that enables the submission of Content without the express written consent of the Company
§ Does not offer to make national or international money transfers for amounts exceeding the asking price of a Vendor’s goods or service, with intent to request a refund of any portion of the payment;
§ Does not contain unsolicited advertising or marketing of a service not offered on the Website or an external website
vii. The Vendor agrees that Company and Company’s platform’s reputation is linked with that of representation of the content of the Vendor and any inaccuracy or untruthfulness in the content shall cause irreparable harm to the reputation of the Company hence, Vendor shall be liable and agrees to bear the cost of damage or loss of profit to the Company as a result of harm to the Company and/or it’s reputation on account of content of the Vendor.
viii. Additional Covenants:
§ The Vendor acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Agreement remains in force and that Company will not entertain such grievances post-expiry or termination of the Agreement;
§ Vendor accepts Company has a right to cross verify and ensure filling up of all the Vendor details including but not limited to the contact information, information pertaining to its products/services provided by the Vendor. The Vendor agrees that it will keep Company updated about change in any information pertaining to Listing. The Vendor would, by default, be bound by the explanation or description of the product/service or any other details of the Vendor communicated by Company to the Users or any other third party;
§ Vendor hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Vendor) and the User;
§ the Vendor undertakes to provide a copy of the licenses/ registrations or any other documents including but not limited to valid Identity proofs such as ration card, adhaar card, voter id card, license under the Shops and Establishments Act, 2017, license/registration under Applicable Law and residential proofs such as electricity bill, telephone bill etc required by it (Vendor) to run the business as in when such request is made by Company. The Vendor acknowledges that any breach of the covenants set forth here may be a cause for termination of the Agreement by Company, at its sole discretion.
§ Vendor hereby agrees and undertakes that during the term of this Agreement and after its termination of this Agreement (for any reason), it will not directly or indirectly forward leads/enquiries to any Third Party, mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert or take away any of Company's enquiries/leads. Any such conduct by Vendor will lead to a termination of the Agreement and Company at its discretion will initiate proceedings against Vendor before appropriate forum.
§ Vendor hereby agrees and confirms that during the term of this Agreement and after its termination (for any reason), Vendor will not directly or indirectly either for itself or for any other commercial enterprise, solicit, divert, hire or attempt to solicit, divert or usurp, any of Company's current or past or potential employees, business or Users. Vendor shall not advertise or perform any solicitation, including but not limited to solicitation of Users to use the services of Vendor directly or promoting its services by any means whereby Users are motivated to not to use the CompanyWebsite or to use the Vendor Services directly. Any conduct by Vendor that in Company's discretion restricts or inhibits any other User/customer from using or enjoying the Company services will not be permitted. During the term of this Agreement and for 5 (five) years after any termination of this Agreement, Vendor will not directly or indirectly, in any capacity:-
§ solicit any users of Company by means of providing discounts, gift coupons etc in the event users uses the Services of Vendor directly.
§ divert, entice, or otherwise take away from Company the business of any user/customer, or attempt to do so, or
§ solicit or induce any user/customer to divert or reduce its relationship with the Company.
XIII. Disclaimer And Limitation Of Liability
1. To the fullest extent permitted by law, Company disclaims all warranties, express or implied, including without limitation for non-infringement, Vendorability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, Company disclaims all guarantees regarding accurate Listing of the Vendor. Vendor understands that there may be errors in such positioning. Neither Company nor the Vendor will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in Agreement, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for Vendor's indemnification obligation. In any case Company's aggregate liability to the Vendor is limited to amounts paid to Company by Vendor during the 1 (one) month immediately preceding the date of the claim. Company is also not liable for any claim owing to any misrepresentation of the information pertaining to the Vendor so long as the information exhibited/ communicated by Company conforms to the information made available by the Vendor or its authorized representative.
2. The Company only acts as a platform for listing of vendors and final discretion and responsibility of selecting a vendor, entering into agreement, deciding terms of such agreement including terms of payment is that of the User or such other person authorised by the Users and the Vendor. For all the purposes, the Company shall remain unrelated Third Party for such agreement and does not take responsibility of execution of the agreement or abidance by any of its terms of either party to that agreement.
XIV. Additional Disclaimer
1. Vendor confirms that, Company will not be responsible and liable for all matters between User and the Vendor including but not limited to transactions entered into between such User and the Vendor. Further, it is hereby declared that Company does not verify the identity of the User of the Service and that the information provided to Vendors is the information received from the User and Company is not obliged to independently verify the said information.
2. In the event of receipt of multiple complaints from the Users regarding the Vendor or Vendor's product/service, Company reserves the right to discontinue the provision of Service to the Vendor and remove his Listing and/or take any other action as may be deemed appropriate.
3. Vendor also agrees that at no time shall Company vouch for or guarantee the performance of services or delivery of products by the Vendor and Company will not be liable for any non-payment of amounts due to the Vendor by any User.
XV. Termination
1. Company reserves the right to terminate the Agreement at any time, either with or without cause. If the Vendor commits a breach of a material duty owed to Company, Company may, at its discretion, call upon the Vendor to rectify the breach within 21 (twenty one) days of the receipt of notice, failing which Company may terminate the relationship between Vendor and Company.
2. Upon termination of the Agreement, Company will not be bound to delist the Vendor as a Vendor and cease disseminating Information of the Vendor to the Users. However upon termination, Company shall have the right to delist the Vendor without prior intimation thereof to the Vendor.
3. In case of technical difficulties in continuing the Agreement, Company reserves the right to terminate the Agreement by giving written/oral intimation to the Vendor.
4. Non-payment of Listing Fees is a ground of termination of this Agreement, which can be exercised by the Company at its discretion.
5. In case payment mode opted by the Vendor is ESC, CCSI & NACH, then the listing would be automatically renewed on the same terms and conditions unless determined otherwise by the Parties. The automatic renewal is at the absolute discretion of the Company. In case the Vendor wishes to terminate the ECS/CCSI/NACH/Direct Debit facility, the Vendor has to provide prior written notice of 3 months to the Company, only upon the completion of minimum tenure of 9 (nine) months from the date of registration of the Vendor.
6. If a Vendor violates any of the above-referenced rules in connection with his or her posting, the Company, in its sole discretion, may take any of the following actions: (a) cancel the posting; (b) limit Account privileges; (c) suspend the Account; (d) decrease the Vendor’s status earned via the Feedback page
XVI. Notices
Notices shall be sent by Registered Post/Email or Facsimile to the Facsimile Number/ Email addressed notified by Company/Vendor. Any notice refused by a Vendor would be deemed to have been legally delivered and Vendor will be deemed to have notice of the contents of such notice.
XVII. Intellectual Property Rights
1. The Company owns or holds the licenses to all Data and Marks on the Website
The content on the Website (exclusive of all Content submitted by the Users and the Vendors), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by the Company. Other trademarks, names and logos on this Website are the property of their respective owners.
Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. The Company reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.
2.The Company’s License to you for the use of Data and Marks
The Website contains the Company's Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, andthe Company owns and retains all rights in the Company’s Data and Marks. Subject to these Terms of Use, the Company hereby grants you a limited, revocable, nontransferable, nonsublicensable license to reproduce and display the Company’s Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.
The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.
3. Copyright Infringement Take Down Procedure
The Company has high regard for intellectual property and expects the same level of standard to be employed by its Vendors and Users. The Company may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Website of users who infringe upon the intellectual property rights of others.
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at info@eventpayg.com
(i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
(ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit the Company to locate the material.;
(iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law;
(iv) information reasonably sufficient to permit the Company to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and
(vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice."
Only the intellectual property rights owner is permitted to report potentially infringing items through the Company's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use.
XVIII. Miscellaneous
1. Company's interpretation of the Agreement shall be final and binding on Vendor.
2. Vendor agrees that no joint venture, partnership, employment, or agency exists between neither a joint venture, partnership, employment or agency is created by the virtue of this Terms between Vendor and Company and that the Vendor is not entitled to bind Company by its actions.
3. Company is subject to existing laws and legal process and nothing contained in the Agreement is in derogation of Company's right and obligation to comply with the law.
4. If any clause or part thereof of the Agreement is held to be invalid or unenforceable then the invalid or unenforceable clause/ provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of the Agreement shall continue in effect. Such revision to the Agreement will be deemed to have been in effect from the Effective Date.
5. Vendor may not assign any rights or obligations against Company without Company's prior written consent. Company reserves the right to transfer any right or obligation against Vendor by issuance of notice of such assignment to the Vendor. Upon such assignment, the assignee shall be bound by the Agreement in the same manner as Company and Company shall cease to have any liability to Vendor. However, the Parties agree that Company has an unfettered right to assign the Agreement and the Vendor is only entitled to a notice of such assignment. The Parties further agree that assignment of the Agreement by Company will not be subject to Vendor's consent.
6. Company shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism, civil labor strife, labor and transportation strikes. During a force majeure event, the obligations of Company under the Agreement will stand suspended.
7. Nothing in the Agreement obliges or will be deemed to oblige Company to provide any credit to the Vendor.
8. The Clauses, X, XI, XII, XIII, XIV, XVI, XVII, XVIII, XIX, XX, XXI, shall survive termination and/or cessation of this Agreement.
XIX. Dispute Resolution
Any and all claims, disputes, questions or controversies involving Company on one hand and the Vendor on the other hand (together, the “Disputing Sides” and each individually a “Disputing Side”) arising out of, relating to or in connection with this Agreement, or the execution, interpretation, validity, performance or breach hereof (collectively, “Disputes”) which cannot be finally resolved by such Disputing Sides within Sixty (60) calendar days of the arising of a Dispute by amicable negotiation and conciliation shall be resolved by final and binding arbitration to be administered by a sole arbitrator appointed mutually by the Disputing Sides in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in Pune, Maharashtra only and the arbitration proceedings shall be conducted in English. The arbitrator may award punitive, exemplary, multiple or consequential damages. In connection with the arbitration proceedings, the Disputing Sides hereby agree to cooperate in good faith with each other and the arbitrator and to use their respective best efforts to respond promptly to any reasonable discovery demand made by such Party and the arbitrator. All expenses relating to the arbitration, shall be paid by the respective Parties.
The arbitral award (the “Award”) shall be rendered no later than Six (6) months from the commencement of the arbitration unless otherwise extended by the arbitrator for no more than an additional Six (6) months for reasons that are just and equitable.
Each of the Parties expressly understands and agrees that the Award shall be the final and binding remedy between them regarding any and all Disputes presented to the arbitrator and shall be enforceable in any court of competent jurisdiction and an application may be made to such court for a judicial acceptance of the Award and to issue an order of enforcement.
XX. Governing Law
This Agreement and all matters arising from this Agreement shall be governed by and construed in accordance with laws of India. Subject to the provisions of the Clause XIX of this Agreement and for such matters which the Court may have jurisdiction under and in respect of any arbitration proceedings, and subject further to Applicable Laws in this regard, this Agreement shall be subject to the exclusive jurisdiction of the Courts in Pune, Maharashtra
XXI. Statute Of Limitations
You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
XXII. Entire Agreement
These Terms, including any Annexures, if any, forms a single Agreement between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other Agreement between the Parties relating to the subject matter hereof.
XXIII. Amendments And Waivers
No waiver by any Party of any term or condition of the Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Agreement on any future occasion.