Terms and Conditions for Ayurshakha’s  Vendor

 

These Terms and Conditions are a legal and binding agreement between you (“the Vendor”) and Fatho Technologies Private Ltd (herein after called as the Company/Ayurshakha). Terms and conditions states the grounds upon which individual can work in the capacity of spoke franchise owner of the company.

Terms and Conditions are updated from time to time at our sole discretion and the most updated version is available on the website/ application of ayurshakha. Continuous use by the user of the website after any revision indicates the user’s acceptance of the updated/revised Terms and Conditions.

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provision pertaining to the electronic records in various statues as amended by the Information Technology act, 2000.

By accessing the website as well as application, you become the User and are also bound by the terms and conditions and other policies of Ayurshakha as defined herein the website. FURTHER, IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS FOR FRANCHISE OWNER, YOU SHALL NOT REGISTER WITH THE APPLICATION OR COMPANY’S WEBISTE AS SPOKE FRANCHISE OWNER. The Registration and thereafter, an access to the website/ application shall be concluded as the consent of the above defined terms and conditions.

 

 

 

 

 

  1. Enrolment:

 

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and email

address. We may at any time cease providing any or all of the Services at our sole discretion and without notice. Services herein includes, sale through the web portal or application, Sale through Clinics, Sale of Product through Doctor Camps as organised by Company, Sale through off line model of the Company. Use of the Services is limited to vendor that can lawfully enter into and form contracts under applicable Law. As part of the application, vendor must provide Company with their (or your business') legal name, address, phone number and email address. Ayurshakha may cease providing any or all of the Services, after serving one month advance notice, specifying the reason for the cessation. However, Vendor may justify his conduct, through a written reply to the abovementioned notice. Any password Company provides to vendor may be used only during the Term to access their Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept their Transactions, and review their completed transactions. Vendors are solely responsible for maintaining the security of their password. Vendor shall not disclose their password to any third party (other than third parties authorized by you to use their Account in accordance with this Agreement) and are solely responsible for any use of or action taken under their password. If the password is compromised, vendor must immediately change their password.

 

  1. Marketing Tools/Support, Products, Availability of products etc.:

 

The Vendor shall keep informed at all times the Company about the availability of the products in its inventory along with detailed specifications like size, color, texture, as may be required of the product. Order once placed on the Portal by the customer shall have to be executed by the Vendor. Vendor shall be responsible and accountable for the quality and authenticity of medicines or any product manufactured or traded by them .

 

3.      Fee/Commissions etc

The firm as such shall not charge any fee for providing web space/Portal display on website. However, a revenue/commission/fee share shall be paid by vendor for all such sales/revenue that are made/generated using the website or portal of the Company. The details of revenue share/fee/Commission to be paid based on the product category, is specified in the letter of intent, a document outlining the general contents of this agreement.. The said LOI is to be treated as part and parcel of the agreement. It is expressly agreed by the parties hereto that the Firm shall debit the amount of commission from the remittance to Vendor at the time of forwarding the order received from the end customer. The parties will endeavor to perform reconciliation of accounts/orders every 30 days.

 

 

4.      Licence

You grant us a royalty free, non exclusive, worldwide, irrevocable right and licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, reformat, create and exploit derivative works of, and otherwise commercially or non commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Ayurshakha’s; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize trademarks to the extent

necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable Site or Services); provided further,

however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

 

 

 

5.      Term and Termination

The term of this Agreement will start on the date of your completed registration for one or more of the Services (the "Effective Date") and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided.

6.      Representations

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

  1. Disclaimer:

 

THE AYURSHAKHA SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS IT IS."AS A USER OF THE SERVICES, VENDOR ACCESS THE AYURSHAKHA SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AYURSHAKHA TO HELP VENDOR AVAIL THE SERVICES AT VENDOR’S  OWN RISK. COMPANY AND THEIR AFFILIATES WAIVE AND DISCLAIM:

1.      ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT;

2.      IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND

3.      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM COMPANY NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AYURSHAKHA SITE OR THE SERVICES WILL MEET THEIR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO VENDOR, AND COMPANY OR ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR QUIET ENJOYMENT. BECAUSE AYURSHAKHA IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE AYURSHAKHA (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8.      Order, Handling, Delivery etc.:

 

Prepaid Orders for the product shall be received using the website or Portal and shall be forwarded to the Vendor by the portal access, given to them by Company. The Company shall upon receipt of the order immediately arrange to deliver the products to the designated address as early as possible subject to the availability from vendor within 72 hours from the placement of order or as agreed through the letter of intent. Further Vendor shall ensure that the products provided to the Company are of the specifications ordered and there is no variation whatsoever. Besides this Vendor shall ensure that the packing of product shall consists the branding, Logo and name of the Company, all expenses of packing and on the expression of Company’s logo on it, shall be incurred by the Vendor. Branding herein means the format and the manner of expression as agreed between the parties. Vendor also agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Company responsible in any manner, whatsoever. The Company may, at its discretion arrange to lift the defective products from the customer however the Vendor will still be liable to replace the defective product. Any charges incurred by the Company for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Company upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from Company will be made however, the Company is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis-sized product and any other shortcoming which the customer may point out. The Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer. In instance of any return of the product, Company shall be liable to pay the courier expenses or with respect to the return of product delivery, from the customer place to the vendor or Company Place. However, Company shall not be responsible for such delivery or return, results in due to default on the part of vendor. Further, Vendor shall be responsible for the Consignment Insurance and Company shall not be responsible for any loss or damage cause during the transit of product to the Customer.

 

  1. Selling on Ayurshakha Portal/Site:

 

The Selling on portal is a Service that allows vendor to list products for sale directly via the Ayurshakha Portal/ Site. Selling on AYURSHAKHA is operated by Fatho Technologies Pvt Ltd. in Selling on Ayurshakha. BY REGISTERING FOR OR USING SELLING ON AYURSHAKHA, VENDOR (ON BEHALF OF THEM SELF OR THE BUSINESS THEY REPRESENT) AGREE TO BE BOUND BY THESE SELLING ON AYURSHAKHA PORTAL TERMS;

 

a)      Products and Product Information.

Vendor will, in accordance with applicable Programme Policies, provide in the format company require accurate and complete Required Product Information for each product that they make available to be listed for sale through the Ayurshakha Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. Vendor will also ensure that their Materials, Products (including packaging) and offer and subsequent sale of any of the same on the Ayurshakha Site comply with all applicable Laws (including all marking and labeling requirements). However, Company shall not be responsible for any further claim with respect to the specification or quality or price or quantity of the product raised once the product listed for the first time. Vendor may not provide any information for, or otherwise seek to list for sale on the Ayurshakha Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Ayurshakha Site. For each item you list on the Ayurshakha Site, vendor will provide to them state or country from which the item ships.

 

b)      Product Listing; Merchandising; Order Processing.

the Ayurshakha Site on the applicable Selling on Ayurshakha Launch Date, Vendor will list their Products for sale on the Ayurshakha Site in the applicable product categories which are supported for third party sellers generally on and conduct merchandising and promote their Products as determined by company. Company may use mechanisms that rate, or allow shoppers to rate, vendor Products and/or vendor performance as a seller on the Ayurshakha’s site and make these ratings and feedback publicly available. Company will provide Order Information to vendor for each of their Transactions.

10.  Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AYURSHAKHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AYURSHAKHA IN CONNECTION WITH THE PARTICULAR SERVICE AND THE AYURSHAKHA SITE GIVING RISE TO THE CLAIM.

 

  1. Covenants of Vendor:

 

The Vendor hereby covenants with the Company as under:

 

·         To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of minimum 100 items of each product at all times. In case the Vendor is running out of supplies to fulfill the Order received by the Company, it shall intimate to the Company at least 24 hours (1 day) in advance so that notice of OUT OF STOCK for that product can be placed on the website or vendor shall update the stock from the dashboard given by company for managing the stock, sales and reports. In case of default or contravention or breach on the part of vendor of the said stipulation, vendor shall be responsible for the default and damages. Further, for any return, the vendor shall be responsible to collect the delivery from customer and in any instance, Ayurshakha won’t be responsible for any loss or damage cause due to negligence of Vendor.

·         The vendor shall provide the samples of product to the Company, whenever required by the firm, for the assessment of the product quality, before the introduction of the product in the commercial market. Further, Vendor shall provide the samples of those products to the Company, which has to commercialize in the market, through the Ayurshakha portal.

·         The Company may open its exclusive stores, through the transfer or assignment of its intellectual property rights, to various interested parties across the territory of India, in such instance for every order placed, vendor shall supply the products to designated store owner in the capacity of owner.

·         Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Company, to the customer either along with the products supplied or in any manner whatsoever.

·         Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of the product.

·         The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

·         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

·         To provide to the Company, for the purpose of the creation/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.

·         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.

·          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.

·         Vendor will not, and will cause their Affiliates not to, directly or indirectly: (a) disclose or convey any Ayurshakha’s Transaction Information (except you may disclose this information as necessary for you to perform their obligations under this Agreement and provided that they ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Ayurshakha Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or their privacy policies or applicable Law; (c) Contact a Person that has ordered vendor Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage company or their Affiliates, or any of their or Company respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Ayurshakha Site user.

·         To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Company.

·          At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.

·         To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.

·         Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, ill-legal or prohibited under the Indian laws.

·         To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Company.

·         To pass on the legal title, rights and ownership in the Products sold to the Customer.

·         To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm.

·         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.

·         The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.

·         To provide to the Company copies of any document required by the Company for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Company.

·         To seek advance written approval from the Company, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

 

 

12.  Modification

 

 

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on ayurshakha web Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to Your Account or Seller Central, respectively, to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the Ayurshakha Site. YOUR CONTINUED USE OF A SERVICE AFTER POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

 

  1. Warranties, Representations and Undertakings of the Vendor:

 

The Vendor warrants and represents 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. 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, Goods & Service Tax, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, Drugs & Cosmetics Act, Shops Act, FSSAI Licensing etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.

14.  Tax Matters:

 

As between the parties, Vendor will be responsible for the collection and payment of any and all of their Taxes together with the filing of all relevant returns, such as Goods and Service Tax and issuing invoices/credit memos where required. Further, you herein allow the company to deduct the required statutory charges that may arise from the Statutory provision of taxation laws, which acknowledge responsibility on the ecommerce service provider. Vendor is solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Unless stated otherwise, any and all fees payable by vendor pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes, and vendor will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from you, you will pay such taxes to us. If for any reason, any income tax or withholding tax is determined to be deducted and deposited on any payments or remittances to Vendor, Ayurshakha will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Ayurshakha.

It is vendor responsibility as a seller on the Ayurshakha’s platform to choose the most applicable product tax codes for their products, such that the correct tax rate is applied on all products offered for sale by vendor on Ayurshakha. If Ayurshakha determine that vendor is not in compliance with this section, then company may suspend the services provided to vendor on the Ayurshakha platform.

 

  1. Rights of Company/firm:

 

Vendor agrees and acknowledges that the Firm, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Ayurshakha’s Shopping Website/portal as prescribed in the Clause 9 and Clause10 of this agreement. In such an event, the Firm reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor. At any time if the company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Ayurshakha, the company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.

 

Company may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at their discretion. Any changes will be effective upon the posting of such changes on the Ayurshakha’s Site, and vendor is responsible for reviewing these locations and informing them self of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to Vendor. Vendor should refer regularly to their Account or to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the Ayurshakha’s site. THE CONTINUED USE OF A SERVICE AFTER AYURSHAKHA’S POSTING OF ANY CHANGES WILL CONSTITUTE VENDOR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

 

16.  Password Security

Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

 

  1. Indemnity

 

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-fulfilment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc.

 

18.  Non Solicitation and Non Competition

 

The Vendor shall not supply the product or contact with or connect to, any of the associate or franchisee holder of the Company. Vendor shall not persuade or destabilize or solicit any of the associate of the Company, neither they shall persuade or utilize any of the human resource of the Company. Vendor shall not compete with the company into the similar business profile as of the company or shall not launch its own online sale portal during the duration of this contract.

 

  1. Jurisdiction, governing law and Arbitration:

 

 This agreement is subject to exclusive jurisdiction of competent Courts of law at Chandigarh  only. The laws of Republic of India, as are in force, shall be applicable to present agreement. The Parties herein agrees to refer their disputes to the arbitrator, appointed through the mutual consent of both the parties, as per the provision of Arbitration and Conciliation Act, 1996.

 

  1. Intellectual Property Rights:

 

The Vendor expressly authorizes the Company to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed 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.

 

  1. Confidentiality:

 

The contents of the agreement and any information passed on by both Parties to each other is highly confidential in nature and both parties agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to each other in the course of this Agreement. The said information shall not be used by any of the party or their agents, servants, representatives or any person acting through or claiming through them for any purpose other than for the performance of its obligations under this Agreement. Parties to the agreement agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Parties agrees that the victim party shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach against disclosing party.

 

  1. Force Majeure:

 

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

 

23.  Products and Product Information;

You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Ayurshakha Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit,defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Site. For each item you list on the Site, you will provide to us the state or country from which the item ships.