SELLER /VENDOR TERMS

Welcome to [INSERT NAME OF THE WEBSITE/APPLICATION) (hereinafter referred to as the “Platform” or “Website”/ “Application”, “Site”/ “App”, “We”, “Us”, “Our”, owned and operated by [INSERT NAME OF THE COMPANY] (hereinafter referred to as “the Company”) with its registered office located at [INSERT REGISTERED ADDRESS OF THE COMPANY]. The Platform is 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, Seller/ Vendors (hereinafter referred to as “You” or “Your” or “Vendor or “Seller”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. WHEN YOU UNDERTAKE ANY ACTIVITY ON THE PLATFORM YOU AGREE TO ACCEPT THESE TERMS AND CONDITIONS.

Our Platform provides a platform to the Sellers who wish to list and sell their products/services on and through our Platform.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

IN USING THIS PLATFORM, YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE PLATFORM ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE SELLERS AND US. BY ACCESSING THIS PLATFORM, AND/OR UNDERTAKING TO PERFORM A SERVICE BY US INDICATES YOUR UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE DISCLAIMER NOTICE AND THE FULL TERMS AND CONDITIONS CONTAINED HEREIN.

1. DEFINITIONS:
   1. “Company” shall mean [INSERT NAME OF THE COMPANY] which owns and operates the platform, [INSERT NAME OF THE PLATFORM].
   2. “Vendor”/”Seller” shall mean an individual or entity who wishes to get its products listed and sell the same on and through the platform.
   3. “Customers” shall mean the individuals who may use the Company’s platform for buying the products of the Seller listed on Company’s Platform.
   4. “Listing” shall mean and include the products of the Sellers, and its related information published/posted on Company’s Platform.
   5. “Registration” means the feature offered to Sellers to register on our Platform by providing us your Username, Email- address, password. Once you create an account on our Platform, you can login on our Platform using your email id and password and list your products which you intend to sell on and through our Platform.
2. INTERPRETATION
   1. The official language of these terms shall be English.
   2. The headings and subheadings are merely for convenience purposes and shall not be used for interpretation.
3. ELIGIBILITY
   1. You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
   2. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Our Platform reserves the right to terminate your membership and refuse to provide you with access to the Platform if we discover that you are under the age of 18 years. The Service is not available to any Sellers previously removed from the Service by us, unless we provide such Sellers with specific written authorization to re-use the Service.
   3. By becoming a Seller, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.
   4. Unauthorized Sellers are strictly prohibited from accessing or attempting to access, directly or indirectly, the Platform. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws.
   5. Our Platform may, in its sole discretion, refuse to offer access to or use of the Platform to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Platform is revoked in such jurisdictions.
4. REGISTRATION
   1. The Sellers will have to register with us in order to list their services on our Platform.
   2. In order to register with us, the Seller will have to click on the applicable link of “Register as Seller” which shall direct it to the registration page on our Platform and therein you have to provide details such as your Username, E-mail id, and password. Once the Seller registers with us, its account will be created on our Platform and by using the same it will be able to list its Product on our Platform. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us via email at [INSERT COMPANY’S EMAIL ADDRESS] of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.
   3. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must not share your password or other access credentials with any other person or entity that is not authorized to access your account. Without limiting the foregoing, you are solely responsible for any activities or actions that occur under your Platform account access credentials. We encourage you to use a “strong” password (a password that includes a combination of upper and lower case letters, numbers, and symbols) with your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with any of the above.
   4. 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.
   5. When creating an Account, don’t:
      1. 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;
      2. Use a username that is the name of another person with the intent to impersonate that person;
      3. Use a username that is subject to rights of another person without appropriate authorization; or
      4. Use a username that is offensive, vulgar or obscene or otherwise in bad taste.
   6. 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 [INSERT COMPANY’S EMAIL ADDRESS].
   7. You shall not transfer or sell your account on our Platform and User ID to another party.
   8. Our Services are not available to temporarily or indefinitely suspended Sellers. Our Platform reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our Platform reserves the right to refuse service to anyone, for any reason, at any time.
   9. One individual can own only one account in his/her name.
   10. You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by our terms of use and all other policies listed on the Platform and all other operating rules, policies and procedures that may be published from time to time on the Platform by the Company.
5. SERVICES
   1. The Company offers the Seller with an online platform to list its products and sell the same to the Customers.
   2. The Seller shall upload on the Platform by logging in to their accounts the pictures and description of the Product and the selling price.
   3. The Buyers/customers will surf through the products listed on the Platform and make purchase of the same through our Platform.
   4. From time to time, Seller shall be responsible for providing details/information relating to the products proposed to be sold on the Platform to the Company. In this connection, Seller undertakes that all such information shall be accurate in all respects. Seller shall not exaggerate or over emphasize the attributes of such products so as to mislead Customers/buyers in any manner.
   5. Seller shall update the stock in every [INSERT NUMBER OF DAYS FOR STOCK UPDATES] days and give prior information to the Company if the products are not in stock or are discontinued. The Seller shall keep informed at all times the Company about the availability of the products along with detailed specifications as may be required of the product. Order once placed on the Platform by the customer shall have to be honored by the Seller at all costs.
   6. The Seller shall only fix the price of the product and mention it in the list of products which he/she provides to the Company.
   7. Any image used in the list/details of products provided by Seller to Company must be of the actual product proposed to be sold on the Platform and shall not copy images from the internet. Seller shall not disclaim any liability including liability with respect to authenticity, merchantability of products that they sell via the Platform.
6. SELLER’S RESPONSIBILITY FOR LISTING PRODUCTS AND SERVICES ON THE PLATFORM AND ITS OBLIGATIONS:
   1. The Seller agrees to ensure that the listing description of the products must not be misleading.
   2. All listed products must be listed in an appropriate category on the Platform.
   3. The Seller agrees to update accurate, current and complete information regarding the Seller as is requested during the Seller’s registration process via the Platform or email at [INSERT EMAIL ADDRESS]. 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 [INSERT TIMEFRAME] business days before the date the Seller requires the changes to be published.
   4. Company may perform a variety of marketing activities to promote Seller and the seller’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 Platform content may be changed, without notice and from time to time, to reflect any such changes.
   5. The Seller hereby grants to Company a non-exclusive, transferable, royalty-free, fully-paid, worldwide license, to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Marketing Materials, including any trademarks, trade names, service marks, logos, telephone numbers, and addresses therein, for any purpose, including marketing, commercial, advertising, promotional activities or otherwise, and with a right to sublicense, in connection with the Company’s Platform, or the Company’s Marketing Activities; and, in connection with Company’s exercise of the license rights granted by the Seller.
   6. 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.
   7. Company does not assert any ownership over the Marketing Materials; rather, as between Company and the Seller, and subject to the rights granted to Company herein, the Seller shall remain the owner of its Marketing Materials and the intellectual property rights associated thereto.
   8. The Seller declares that it has all rights, ownership, licenses and authorizations and is authorized to provide such services to the customer via Company’s Platform. The copy of such ownership, licenses, authorization shall be provided on demand without failure and/or protest.
   9. The Seller shall maintain a minimum of three (3) star ratings of their Products and Services which they wish to list on the Platform. The Company has the right to investigate upon the rating of the products of the Seller and if at any time during investigation it is proved that the seller does not meet to the minimum required rating criteria for the products that it lists on our Platform, the Company shall remove the Seller from its Platform and shall also take appropriate legal action against the Seller for the same.
7. PRODUCTS WHICH ARE PROHIBITED OR RESTRICTED FROM BEING LISTED ON COMPANY’S PLATFORM:
   1. The Company shall not be listing and/or selling the following products on/via its Platform. Thus, the Seller shall not include the following products in their list/details of products which they provide to the Company for the Company to list and sell on its Platform.
      1. Adult Material which includes pornography and other sexually suggestive materials (including literature, imagery and other media);
      2. Alcohol including alcoholic beverages such as beer, liquor, wine or champagne;
      3. Animals and Wildlife Products - examples include mounted specimens, and ivory
      4. Artifacts prohibited for sale
      5. Beta Software
      6. Bootleg/Pirated Recordings
      7. Brand Name Misuse
      8. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam)
      9. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free
      10. Catalogue and URL Sales
      11. Child pornography which includes pornographic materials involving minors
      12. Copies of unauthorized Copyrighted materials whether in electronic or physical form or any other medium which may not be in existence at present
      13. Counterfeit Currency and Stamps
      14. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs
      15. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
      16. Embargoed Goods
      17. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
      18. Event Tickets
      19. Firearms, Ammunition, Militaria and Knives
      20. Fireworks, Explosives and Explosive Substances; toxic, flammable and radioactive materials and substances
      21. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content
      22. Government IDs and Licenses which includes fake Ids, passports, diplomas and noble titles
      23. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property
      24. Hazardous and Restricted Items
      25. Human Parts and Remains
      26. Items Encouraging Illegal Activity – examples include an eBook describing how to create methamphetamine
      27. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
      28. Copyright unlocking items that includes Mod Chips or other devices designed to circumvent copyright protection
      29. Movie Prints
      30. 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
      31. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals
      32. Police, Army, Navy and Air force Related Items
      33. Pre-Sale Listings
      34. 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
      35. Promotional Item
      36. Real Estate
      37. 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
      38. 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
      39. Ringtones
      40. Stocks and Other Securities or related financial products
      41. Stolen Property
      42. Surveillance Equipment
      43. Tobacco and cigarettes includes cigarettes, cigars, chewing tobacco, and related products]
      44. Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products
      45. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
      46. Wholesale currency which includes discounted currencies or currency exchanges
      47. Any other product or service which is not in compliance with all the applicable laws and regulations whether federal, state, local or international including the laws of [INSERT STATE/COUNTRY].
   2. The Company reserves the right to modify, update and alter the list from time to time without any prior intimation.
   3. The Company also reserves the right to modify the listings if relevant details are missing and it may even remove the inappropriate listings on the Platform without any prior intimation.
8. FEE/COMMISSION:
   1. In order to list the Products on the Platform of the Company, the Seller shall pay the commission of [INSERT PERCENTAGE OF COMMISSION] % on the orders.
   2. The company shall deduct its commission and release the payment of the Seller within [INSERT NUMBER OF DAYS FOR PAYMENT] from the expiration of the refund and cancellations time period.
   3. The fees shall be paid at the time of registration through the means listed on the Platform under Vendor registration.
9. DELIVERY OF PRODUCTS:
   1. The Platform shall take the order, and the order shall be downloaded into the order management system of the Platform. Thereafter the inventory shall be generated against that order and the picklist shall be generated and the product shall be picked from the pick-up place of the Seller.
   2. Thereafter the Company shall do the requisite packaging of the product and deliver the product to the customer within [INSERT NUMBER OF BUSINESS DAYS WITHIN WHICH THE PRODUCT SHALL BE DELIVERED] days. The Company shall levy a specific amount of delivery/shipment charges from the customers, and it shall have the sole right over the shipment charges. The Seller shall in no case ask the Company to give it a share in the shipment charges.
10. REPLACEMENT/REFUND OF ORDER BY VENDOR:
    1. The Seller shall be held responsible for any wrong/faulty/expired product that shall be delivered to the customer.
    2. In case the customer has been delivered with any wrong/damaged/expired/faulty product, the company shall replace the defective product and deduct the full or 50% amount of the defective product from the total cost of the product payable to the Seller. The seller shall also pay the additional shipment charges to the Company.
    3. The Company shall entertain all the reasonable claims of returns in the mutual interest of both the seller and the Company.
11. COVENANTS OF SELLER:
    1. The Seller hereby covenants with the Company as under:
       1. The Seller shall maintain adequate stock/inventory of the products/items which have been listed on the Platform by the Company on behalf of Seller at all times. In case the Seller 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 [INSERT TIME PERIOD] in advance so that notice of out of stock for the product can be placed on the Platform.
       2. 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 rights of any party in respect of such products.
       3. The Seller declares that it has all rights, ownership, licenses and authorisations and is authorised to sale/provide such products to the customer via Company’s Platform. The copy of such ownership, licenses, authorization shall be provided on demand without failure and/or protest.
       4. The Seller 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 Seller.
       5. To provide to the Company, for the purpose of the listing/display on Platform of Company, the product description, images, disclaimer, delivery timelines, price and such other details for the products to be displayed and offered for sale.
       6. To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the Platform of the Company. The Seller 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.
       7. To provide a full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Seller agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
       8. To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the portal of the Company.
       9. 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.
       10. To pass on the legal title, rights and ownership in the Products sold to the Customer.
       11. To be solely responsible for any dispute that may be raised by the customer relating to the products and services provided by the Seller. No claim of whatsoever nature will be raised on the Company.
       12. The Seller 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.
       13. The Seller covenants that it shall not solicit the customers of the Company’s Platform at any time during the term of this agreement.
12. WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF SELLER:
    1. The Seller warrants and represents that:-
       1. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Seller.
       2. There are no proceedings pending against the Seller, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
       3. That it is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Company.
       4. 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.
       5. 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.
       6. Please note that trust is the most important aspect of trade between buyers and sellers in the marketplace and one of the key aspects of trust is fair pricing. For healthy transaction flow on Company’s Platform, Seller is required to price its items responsibly. The Company constantly monitors prices for each merchant at various channels and shall not allow the Seller to quote a higher price. Seller should price their items to be the same as the lowest rate they are selling elsewhere or even lower but it should not be more. Violation of pricing policy will result in warning notices and can also result in removal of their products listed on the Platform by Company.
       7. Sellers on Company’s Platform are prohibited to engage in direct communication with buyers for any pre-sale, order, post sale or returns related matters. Sellers are also not allowed to engage in direct or indirect marketing communication with buyers. However, Sellers should not be engaged in communication with the buyers. Violations of this may result in Product Listing cancellation.
       8. Seller agrees that appropriate disclaimers and terms of use on Company’s Platform shall be placed by the Company.
13. INTELLECTUAL PROPERTY RIGHTS:
    1. The Seller expressly authorises the Company to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the Platform and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
14. CUSTOMER DATA:
    1. "Customer Data" means any and all identifiable information about customers/purchasers generated or collected by Company or the Seller, including, but not limited to, customer’s name, email addresses, services availed, phone numbers, and customer’s preferences and tendencies. The Seller 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 Seller agrees that Customer Data will not be used to enhance any file or list of the Seller or any third party.
    2. The Seller 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 Seller agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of providing services to the Customer. The Seller (and any other persons to whom the Seller 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 Seller (or otherwise on its behalf), the Seller shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy.
    3. For purposes of this Agreement, the restrictions set forth herein on the Seller's use of Customer Data do not apply to: (a) data from any customer who was a customer of the Seller prior to the Seller using the Platform, but only with respect to data that was so previously provided to the Seller by such customer; or (b) data supplied by a customer directly to the Seller who becomes a customer of the Seller and who explicitly opts in to receive communications from the Seller for the purposes for which such Customer Data will be used by Seller; and, provided in all cases, that the Seller handles and uses such Customer Data in compliance with applicable Laws and the Seller's posted privacy policy.
15. RELATIONSHIP:
    1. 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 Seller and Seller 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:
    1. The Seller 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 Seller’s product, the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or terms of use of Company’s Platform or any obligations arising out of the Seller 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:
    1. The Company on the basis of representation by the Seller is marketing the products of the Seller on its Platform to enable Seller to offer its products for sale through the Company’s Platform. This representation is the essence of the Contract.
    2. It is expressly agreed by the Seller that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Seller or any other party whomsoever, arising on account of any transaction under this Agreement.
    3. The Seller agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Company’s Platform (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Seller or any of its representatives.
    4. The Company under no circumstances shall be liable to the Seller 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 Seller 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 Seller to have been deliberately caused by the Company.
18. TERMINATION:
    1. This Agreement may be terminated by the Company forthwith in the event:-
       1. Seller 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.
       2. If a Petition for insolvency is filed against the Seller.
       3. If the Seller is in infringement of the third-party rights including intellectual property rights.
    2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
19. EFFECTS OF TERMINATION:
    1. In the event of termination/expiry of this Agreement, the Company shall remove and shall discontinue display of the Seller’s Products on its Platform with immediate effect.
    2. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of this agreement.
    3. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
20. GOVERNING LAW AND DISPUTE RESOLUTION:
    1. This Agreement and any action related thereto will be governed by the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS] without regard to or application of its conflict of law provisions or Seller’s state or country of residence.
    2. Seller agrees to submit to the exclusive jurisdiction of the courts sitting in [INSERT PLACE OF JURISDICTION], in relation to proceedings arising out of this agreement.
    3. If there is a dispute between the Seller and a Customer, the Seller understands and agrees that Company is under no obligation with respect thereto, and the Seller, 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.
    4. The Seller agrees that in case it is unable to resolve its disputes with the customers then the Company has the right to remove the Seller from its listings on the Platform and terminate this agreement.
    5. In case of dispute between Company and the Seller, the same shall be referred to the decision of a Sole Arbitrator to be appointed by the Company in accordance with and subject to the provisions of the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION].
    6. The venue of such Arbitration shall be at [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] in order to deal with the arbitration proceedings and the awards in accordance with law.
    7. The decision of the arbitrator shall be final and binding.
    8. The language to be used and all written documents provided in any such arbitration shall be in English.
21. DISCLAIMERS:
    1. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY OTHER PLATFORMS LINKED TO THE PLATFORM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SELLER'S ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET OR MOBILE DEVICES. 
22. NOTICES:
    1. Except as explicitly stated otherwise, any notices given to Company shall be given by email to [INSERT COMPANY’S EMAIL ID]. Any notices given to the Seller shall be to the email address provided by the Seller to the Company at the time of listing (or as such information may be updated via the Platform by Seller from time to time) or at the mailing address provided by Seller to the Company.
    2. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by email, to the address set forth above.
23. BINDING EFFECT:
    1. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
24. ASSIGNMENT:
    1. The Seller 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:
    1. If any provision of this agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties.
26. INJUNCTIVE RELIEF:
    1. Seller acknowledges and agrees that in the event of a breach or threatened breach of this agreement by Seller, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this agreement.
27. AMENDMENT:
    1. Company may at any time at its sole discretion modify this Agreement from time to time, and any such changes will (i) be reflected on the Platform, (ii) be effective thirty calendar days after being so posted on the Platform, (iii) not apply retroactively, and (iv) not apply to any disputes arising prior to the effective date of such change. Company shall also post the amended agreement at the address of the Seller. The Seller agrees to be bound to any such changes and understands the importance of regularly reviewing this Agreement as updated on the Platform to keeping the Seller’s listing and contact information current.
    2. Notwithstanding anything to the contrary herein, Company reserves the right to, at any time and from time to time, change, alter, modify, or discontinue the Platform and (or any part thereof) with or without notice. The Seller agrees that Company shall have no liability to the Seller or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the Company’s Platform.
28. FORCE MAJEURE:
    1. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this contract to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: failures or default of third party software, Sellers, 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:
    1. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
30. MISCELLANEOUS:
    1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.
    2. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    3. 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:
    1. This agreement along with the terms of use, privacy policy and other policies published on the Platform constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
32. CONTACT US:
    1. For any further clarification of our Terms and Conditions, please write to us at [INSERT COMPANY’S EMAIL ID].
    2. Our Permanent Address is [INSERT COMPANY’S ADDRESS].
    3. Our legal representatives can be contacted at [INSERT POINT OF CONTACT]