SELLER  AGREEMENT  TERMS

M/s Vkreta Seller Services Private Limited (hereinafter referred to as “Company”), a private limited Company incorporated under the Companies Act, 2013, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, employees, directors, officers, agents and their successors and assigns. The Company conducts its business using the domain name zigpy.com (“Platform”) to provide the Services listed hereunder.

1.              GENERAL

a.              This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

b.              This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011.

c.              For the purpose of these Seller Terms (“Terms”), wherever the context so requires,

The term ‘You’ and ‘Seller’ shall mean any natural or legal person accessing or using the Platform provided by the Company to undertake the sale of the products, and who is competent to enter into binding contracts, as per the provisions of the Indian Contract Act, 1872; and in the case of an entity, the individual acting on its behalf, and who is authorised to act on behalf of the entity and bind the entity to these Terms;

The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to the Seller and the Company individually and collectively, as the context so requires.

The terms ‘Buyer’ or ‘Buyer’ or “User” mean any natural or legal person accessing or using the Services provided on the Platform and who is competent to enter into binding contracts, as per the provisions of the Indian Contract Act, 1872; and in the case of an entity, the individual acting on its behalf, and who is authorised to act on behalf of the entity and bind the entity to these Terms.

The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.

The use of the Platform by the Seller is solely governed by these Terms, and any modifications or amendments made thereto by the Company from time to time, at its sole discretion. Using the Platform provided on the Platform to facilitate the performance of such Services of the Seller (“Service”), shall be deemed to signify the Seller’s unequivocal acceptance of these Terms, and the Seller expressly agrees to be bound by the same.

The Seller unequivocally agrees that these Terms constitute a legally binding agreement between the Seller and the Company, and that the Seller shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any Service that is provided by the Platform, and that the same shall be deemed to be incorporated into these Terms and shall be treated as part and parcel of the same. The Seller acknowledges and agrees that no signature or express act is required to make these Terms binding on the Seller and that the Seller’s act of using the Platform or any part of the Services therein to sell or advertise the sale of any Service constitutes the Seller’s full and final acceptance of these Terms.

1.              ACCEPTANCE OF TERMS

i.               These Terms form an electronic contract that establishes legally binding terms that the Seller must accept to use the Service provided through the Platform. These Terms include by reference any other terms disclosed and agreed to by the Seller in the event the Seller purchases or accepts additional features, Services in addition to the Service, including but not limited to terms governing features, billing, free trials, discounts, promotions, preferential positioning, etc.

ii.             The Seller is aware and agrees that the Company reserves the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to the Seller, and the Seller expressly agrees that any such amendments or modifications shall come into effect immediately. The Seller has a duty to periodically check the Terms and stay updated on its requirements.  If the Seller continues to use the Platform following such a change, the Seller will be deemed to have consented to any and all amendments/modifications made to the Terms. In so far as the Seller complies with these Terms, the Seller is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to access and use the Platform to sell and advertise the sale of Services.

iii.            The Seller shall be a registered member on the Platform for the purpose of displaying and selling products owned and created by the Seller through the Platform of the Company. The Seller’s acceptance to these Terms shall deem to mean that the Seller has fully read and understood the Terms displayed on the Platform of the Company.

iv.            The Seller agrees that all commercial/contractual terms shall be agreed between the Buyers and the Sellers and the Company shall not be liable to the Buyers in any manner whatsoever. The commercial/contractual terms include (without limitation) price, shipping costs, payment methods and terms, date, period, and mode of delivery, and warranties and after-sales services related to products and services.

v.              The Seller agrees that the Company does not determine, advice, have any control, or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and the Sellers.

2.              ELIGIBILITY

a.              The Seller can be any individual or organization who wants to sell their product (s) through the Platform of the Company.

b.              By using the Services and creating an account, you represent and warrant that (i) you are 18 years of age or older, (ii) your use of the Services does not violate any applicable law, rule or regulation or any applicable terms, conditions or requirements promulgated by any provider of a Third-Party Platform, and (iii) all registration information you submit is truthful and accurate and you shall maintain and promptly update the accuracy of such information.

c.              The Seller represents and warrants that he/she is competent and eligible to enter into legally binding agreements and that he/she has the requisite authority to bind himself/herself to these Terms, as determined solely by the provisions of the Indian Contract Act, 1872. The Seller may not use the Platform if he/she is not competent to contract under the Indian Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule, regulation or judicial verdict currently in force.

d.              In the event of the Seller being an entity, the individual acting on the entity's behalf represents and warrants that he/she is authorised to act on behalf of the entity and bind the entity to these Terms, and also that the entity is in compliance with any and all rules, regulation and Statues applicable to it, and that it has all requisite permissions and licenses required for its operations.

e.              Furthermore, Sellers must register themselves on the Platform.

3.              PAYMENT AND PAYMENT TERMS

a.              The payment shall be paid to the Seller twice on a monthly basis.

b.              All the payments shall be made on 15^th and 30^th day of every month.

c.              All payments to the Seller shall be remitted into the bank account details provided by the Seller at the time of acceptance of the Terms herein.

d.              The Platform does not charge any initial onboarding fee from the Seller.

e.              The Company may additionally release any premium features or services on the Platform. The said services shall be additionally chargeable at the discretion of the Company.

4.              CREATION OF AN ACCOUNT AND REGISTRATION TERMS

a.              In order to provide Service, the Seller is first registered through the Platform and then they may link their bank account details, where money can be transferred online straight into the bank accounts of the Seller.

b.              The Seller shall mandatorily provide the Company with any of the following Government ID proofs displaying Seller’s address necessary for registration like Aadhar Card, Driving License, Passport or any other similar document.

5.              TERM AND TERMINATION

a.              These Terms will remain in full force and effect while the Seller is listing itself to provide through the Platform. The Seller is aware that the Company may terminate or suspend the Seller’s account at any time, without cause or notice, if the Company believes that the Seller has breached the Terms, or for any other reason, in its sole discretion, whether or not such action is instigated by complaints from the Users of the Platform.

b.              The Seller is further aware and expressly agrees that even after the Seller’s account is terminated for any reason, these Terms shall survive such termination, and continue to operate in full force and effect, except for any terms that by their nature expire or are fully satisfied.

6.              ROLE OF THE COMPANY & PLATFORM

a.              The Company merely provides a Platform for the Seller to list Services to the Users of the Platform and collects amounts on behalf of the Seller arising out of such Services.

b.              The Company will advertise and promote the Seller’s Services on the Platform at regular intervals that shall be decided by the Company. The Seller shall be solely responsible for the sale of the Services to the buyers during their listing on the Platform and the Company has nothing to do with the same.

c.              The Seller shall be solely liable for any damages, injury or ailments causes to the Buyer as a result of using the Sellers’ products.

d.              The Seller shall be solely responsible for payment of any and all taxes on the Services offered by him/her on the Platform, including but not limited to, sales tax, GST and VAT. The Seller shall also be responsible for and agrees to bear, any additional cost associated with the successful execution of orders placed on the Platform, including but not limited to, travel cost and set up cost.

7.              INTERACTIONS WITH USERS OF THE PLATFORM

a.              The Seller agrees and acknowledges that the Seller is solely responsible for any and all interactions with Users of the Platform. The Seller understands that the Company does not conduct any criminal background checks or screenings on any of its Users or Sellers. The Seller is further aware that the Company also does not attempt to verify or validate the information provided by its Users. The Company makes no representations or warranties as to the conduct of its Users, or their interactions with the Seller. The Seller is solely responsible for any and all interactions with Users of the Platform, and the Seller expressly agrees and acknowledges that the Company will not be liable for the same in any manner whatsoever. The Seller agrees and acknowledges that Users of the Platform may rate the Seller and may also write reviews relating to the Seller and the Services listed on the Platform by the Seller. The Seller is aware that some of these reviews may not be flattering and may affect the future sales of the Seller, however, the Seller agrees that the Company will be under no obligation to remove any such negative reviews, although the Seller may appeal to the Company to do the same if the Seller feels that such review is unjustified or made with malafide intent.

8.              INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

a.              The Seller is aware that the Company owns and retains all proprietary rights in the Platform and Service, and in all content, trademarks, trade names, Service marks, copyrights and other property rights related thereto. The Platform and Service contain the copyrighted material, trademarks, and other proprietary information of the Company and its licensors, and the Seller agrees not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, Service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company, or if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. The Seller agrees to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices. The Seller will be solely liable and responsible for any listing or selling any product which he/she lists on the platform of the company.

b.              The Seller is aware that for availing of the Service, the Seller will be required to upload on the Platform images and descriptions of all Services the Seller wishes to sell through the Platform. The Seller is further aware that the same will be visible to and accessible by all Users of and visitors to the Platform, and that the Company has no control over their actions, and will not be liable in any manner should any such User or visitor infringe on the intellectual property of the Seller by accessing/misusing / copying/using / creating derivative works from said Service listings, and the Seller hereby expressly agrees that the Company shall have no liability for the same, and further agrees not to involve the Company in any resulting legal proceedings, and expressly agrees to indemnify the Company and reimburse the Company for any expenses incurred in this respect.

c.              The Seller expressly agrees and accepts that the intellectual property of the Seller is required to be displayed on the Platform in the form of Service listings, and the Seller does hereby expressly authorise the Company and the Platform to use the same in this connection, and also expressly agree to continue to allow the Company to do so, without the Company ever being required to pay any manner of a license, fee or amount in this respect, for any such incidental usage. The Seller further agrees and hereby expressly authorises the Company to continue to display said Service listings of the Seller even after the Seller has stopped supplying the same, and even if the Seller has deleted the account assigned to the Seller and has stopped availing of the Service. If the Seller does not agree to these provisions, then the Seller is not authorised to use the Platform or avail of the Service.

9.              SERVICES LISTED BY THE SELLER ON THE PLATFORM

a.              The Seller expressly agrees that the Seller shall honour any and all orders successfully placed, whether or not paid for in advance and shall directly deliver the Service within the timeline mentioned on the Platform to the address provided by the Buyer while placing an order on the Platform. The Seller shall ensure that the Service delivered to a Buyer shall conform with the Service description/ photographs/quality assurance as displayed on the Platform. The Seller agrees that in the event of non-conformance, the Platform shall not be responsible or liable in any manner and agrees to indemnify and hold the Platform, its officers, agents and employees harmless from any loss, claim or dispute that may arise from the non-conformance of the Service to the description, quality or photographs on the Platform.

b.              It is understood and agreed by the Seller that the Seller cannot directly sell the products which is already displayed on the Platform without prior notice and approval of the notice by the Platform. In such cases, the Platform has reserved the right to charge the commission of that particular product(s) displaying on the Platform. The Commission shall be mutually agreed upon by both the Parties.

c.              It is understood and agreed by the Seller that the Seller cannot sell the products to any member of the Company directly without using the Platform of the Company if The Seller is found guilty in such case, the Company has the full rights to take legal actions against the Seller.

d.              The Seller agrees that the Seller shall be liable dispatch the product(s) within 24 hrs from the receipt of dispatch request from the Platform by phone/ email unless the Seller is prevented to do so due to any circumstances beyond the control of the Seller. The force majeure clause specified under Clause 19 of the Terms shall be applicable.

e.              The Seller agrees that once the Seller uploads Seller’s work on the dashboard it does not mean that, the product(s) will be displayed on the Platform automatically. The product(s) will only be displayed on the Platform when it will get the approval from the Expert Panel of the Platform and the Platform reserves solemnly rights to reject any product(s) for reasons of the product (s) being blurry, dull, non-cropped & non-straight images.

f.               The Seller agrees that there should not be any watermark on the product(s) or the product(s) image provided to be displayed on the Platform. The Seller also agrees that the product (s) shall be used for marketing purposes on various Platforms.

g.              The Seller shall not be authorised to subsequently refuse delivery of Services purchased, or increase the cost thereof for any reason whatsoever. The Seller further agrees to honour any and all orders placed by Users of the Platform even if such order has been placed against an item listed at an incorrect price, and even if the Seller is no longer in possession of such item. In the event that the Seller is unable to deliver a Service, the Seller does hereby expressly agree to compensate the Company with an amount that may extend to 3 (three) times the listed value of the Service in question.  

h.              The Seller shall abide by the Cancellation Policy of the Platform and have a similar policy of its own while catering to the orders placed by Buyers through the Platform. For any returns or exchanges, Buyers shall be made aware that the Seller’s policy regarding returns or exchanges shall apply. The Platform shall not be involved or responsible for such requests or transactions.

i.               The Seller acknowledges and agrees to be solely responsible for the content and information posted, uploaded, published, linked to, transmitted, recorded, displayed or otherwise made available (“Post”) on the Platform or transmitted to other Users, including but not limited to item listings on the Platform and communication with Users of the Platform, whether publicly posted or privately transmitted. The Seller may not Post as part of the Service, or transmit to the Company or to any User of the Platform, any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). The Seller represents and warrants that (i) all information that the Seller submits upon creation of the account is accurate and truthful, and that the Seller will promptly update any information that subsequently becomes inaccurate, incomplete, misleading or false and (ii) the Seller has the right to Post the information/material on the Platform and grant the licenses set forth below; and (iii) that the Seller is the owner of all intellectual property associated with Services listed by the Seller on the Platform, and that the Seller has the right to list such sale services.

j.               The Seller understands and agrees that the Company may, but is not obligated to, monitor or review any content the Seller Posts as part of the Service. The Company may delete any content, in whole or in part, that in the sole judgment of the Company violates these Terms or may harm the reputation of the Platform, Service or Company, or may offend, injure or be prejudicial to the interests of any of its Users.

k.              By Posting information/content as part of the Service, the Seller automatically grants to the Company, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the content, (ii) prepare derivative works of the content or incorporate the content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. The Seller represents and warrants that any Posting and use of the Seller content by the Company will not infringe or violate the rights of any Third Party, and hereby expressly agrees to indemnify the Company against the same.

l.               The Service if defective shall be supplied by the Seller again to the Buyer and in case Buyer wants a refund, the Buyer shall be refunded within the time specified in the refund and cancellation policy. In case of delays in dispatch, a nominal amount will be charged from the Seller.

m.            The Seller may not Post, upload, display or otherwise make available content that:

i.promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

ii.advocates harassment or intimidation of another person;

iii.requests money from, or is intended to otherwise defraud, other Users of the Service;

iv.involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming” (or “spamming”, “phishing”, “trolling” or similar activities);

v.promotes information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libellous or otherwise objectionable;

vi.promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;

vii.contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

viii.contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

ix.provides material that exploits people in a sexual, violent or another illegal manner, or solicits personal information from anyone under the age of 18;

x.provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;

xi.contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;

xii.impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;

xiii.provides information or data the Seller does not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);

xiv.disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other Users are able to type, or otherwise negatively affects other Users’ ability to engage in real-time exchanges;

xv.solicits passwords or personal identifying information for commercial or unlawful purposes from other Users or disseminates another person’s personal information without his or her permission; and

xvi.publicises or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

o.              The Company reserves the right, in its sole discretion, to investigate and take any legal action against any Seller who violates this provision, including removing the offending item listing/content from the Service and terminating or suspending the account of such Seller.

p.              The Seller’s use of the Service, including all content posted by the Seller through the Service, must comply with all applicable laws and regulations. The Seller agrees and acknowledges that the Company may access, preserve and disclose the Seller account information and content if required to do so by law, or if it in good faith believes that such access, preservation or disclosure is reasonably necessary, to (i) comply with any legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third Parties; (iv) respond to the Seller’s requests for Buyer Service, or allow the Seller to use the Service in the future; or (v) protect the rights, property or personal safety of the Company or any other person.

q.              The Seller agrees that any content the Seller Posts on the Service may be viewed by other Users, and may be viewed by any person visiting or participating in the Service and that the Company shall in no way deemed to be responsible or liable for the actions of such individuals, and the Seller does hereby expressly agree to the same.

10.           PROHIBITED ACTIVITIES

The Company reserves the right to investigate, suspend and/or terminate the Seller account if the Seller has misused the Service or behaved in a manner the Company regards as inappropriate or unlawful, including actions or communications that occur off the Service, but involve Users of the Service or information obtained through the Service. The following is a non-exclusive list of actions and activities that the Seller is not permitted to engage in while availing of the Service:

a.              impersonate any person or entity;

b.              solicit money from any User(s) in excess of amounts already paid/agreed to be paid by Users, or in excess of amounts listed on Platform for the Service in question;

c.              Offer money to any User, for any reason whatsoever without the express knowledge and consent of the Company;

d.              post any content that is prohibited by these Terms or any applicable law currently in force;

e.              stalk or otherwise harass any person;

f.               express or imply that any statements the Seller makes are endorsed by the Company without the Company’s specific prior written consent;

g.              illegally use the Service or to commit an illegal act;

h.              access the Service in a jurisdiction in which it is illegal or unauthorized;

i.               ask or use Users to conceal the identity, source, or destination of any illegally gained money or products;

j.               use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;

k.              collect Usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Service;

l.               interfere with or disrupt the Service or the servers or networks connected to the Service;

m.            email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

n.              forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service (either directly or indirectly through use of third-Party software);

o.              “frame” or “mirror” any part of the Service, without the Company's prior written authorization;

p.              use meta tags or code or other devices containing any reference to the Company or the Service (or any trademark, trade name, Service mark, logo or slogan of the Company) to direct any person to any other Platform for any purpose;

q.              modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service any software used on or for the Service, or cause others to do so;

r.               post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Service other than solely in connection with the Seller use of the Service in accordance with these Terms.

11.           AMENDMENTS/MODIFICATIONS TO SERVICE

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform or Service (or any part thereof) with or without notice. The Seller agrees and acknowledges that the Company shall not be liable to the Seller or to any third Party for any modification, suspension or discontinuance of the Service, even if the same should lead to loss of profits, damage, injury, etc to the Seller. To protect the integrity of the Service, the Company reserves the right to block Sellers from certain IP addresses from accessing the Service, at any time and at its sole discretion.

12.           IPR POLICY

a.              The Seller may not list for sale, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limitation to the foregoing, if the Seller or any third Party believes that his/her work has been copied and posted on the Service in a way that constitutes an infringement of his/her intellectual property, he/she is required to contact the Company and provide the Company with the following information:

i.an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property;

ii.a description of the work that the individual claims have been infringed;

iii.a description of where such material is located on the Service (and such description must be reasonably sufficient to enable the Company to find the alleged infringing material, such as a URL, User profile, etc.);

iv.the individual’s address, telephone number and email address;

v.a written statement by the individual that the individual has a good faith belief that the disputed use is not authorized by the owner of the intellectual property; and

vi.a statement by the individual, made under penalty of perjury, that the above information supplied is accurate, and that the individual is the owner or authorized to act on the owner's behalf;

b.              Notice of claims of misuse and infringement must be provided to the Company’s grievance officer.

c.              The Company reserves the right to terminate the accounts of any Sellers found to have misused/infringed the intellectual property of another person/entity, in its sole discretion. The Seller is aware that the Seller may also face civil and criminal charges in the event of such misuse/infringement.

13.           DISCLAIMERS

a.              The Seller acknowledges and agrees that neither the Company nor its affiliates or third-Party partners are responsible for, and shall not be deemed to have any liability - directly or indirectly, any loss or damage, including personal injury or death, as a result of or alleged to be the result of:

i.any Buyer placing a false order on the Platform, blocking Service or related product on the Platform or refusing delivery of a successfully placed order;

ii.any User of the Platform demanding a refund, whether or not due to a defect in the Service;

iii.any damage caused to the Service and related products during delivery or storage, whether or not such damage is attributable to the Company;

iv.any theft of the product(s) of the Seller, whether or not the Company was in possession of the product at the time of such theft;

v.any fire, flood, earthquake or other events beyond human control that causes damage to the products of the Seller, whether or not the Company is in any way attributable to such damage, and whether or not the Company had been advised of such risk;

vi.any infringement/misuse of the intellectual property of the Seller by any visitor or User of the Platform;

vii.any incorrectness or inaccuracy in the Seller’s account or item listings, whether or not directly attributable to the Company or the Users of the Platform or any of the equipment or programming associated with or utilized in the Service;

viii.the timeliness, deletion or removal, incorrect delivery or failure to store any item listing, content, communications or personalization settings;

ix.the conduct, whether online or offline, of any User;

x.any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any information/material of the Seller;

xi.any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or at any Platform or combination thereof, including injury or damage to the Seller’s or any other individual or entity’s computer(s) or device(s) related to or resulting from participating or downloading materials in connection with the internet and/or in connection with the Platform / Service;

xii.Any loss, damage or injury whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, caused due to or alleged to be caused due to the actions or inactions of the Company, or any of its employees/personnel, or any unrelated third Party, and the Seller hereby expressly acknowledges and agrees that the Company has no responsibility or control over the same, and shall not be deemed liable in any manner whatsoever.

b.              The Seller is aware and acknowledges that to the maximum extent allowed by applicable laws, the Company provides the Service on an “as is” and “as available” basis, and grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Service (including all content contained therein), including (without limitation) any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. The Company does not represent or warrant that the Service will be uninterrupted or error-free, secure or that any defects or errors in the Service will be corrected.

c.              The Seller is further aware and acknowledges that any material downloaded or otherwise obtained through the use of the Service is accessed by the Seller at his/her own discretion and risk, and the Seller will be solely responsible for and does hereby waive any and all claims and causes of action with respect to any damage to the Seller’s device, computer system, internet access, download or display device, or loss or corruption of data that results or may result from the download of any such material.

d.              The Company may make third Party opinions, advice, statements, offers, or other third Party information or content available through the Service. The Seller is aware that all such Third Party content is the responsibility of the respective authors thereof, and the Company does not make any warranties or guarantees with respect to the same. The Seller is further aware that the Company does not: (i) guarantee the accuracy, completeness, or usefulness of any third-Party content provided through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any Party that appears in the Service. The Seller agrees and acknowledges that under no circumstances will the Company or its affiliates be responsible or liable for any loss or damage resulting from the User reliance on information or other content available through the Platform, or transmitted to or by any Users.

14.           LINKS

a.              The Seller is aware that the Service may contain or provide advertisements and/or promotions offered by third Parties and links to other Platforms or resources. The Seller acknowledges and agrees that the Company is not responsible for the availability of such external Platforms or resources and that the Company does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or Services, or other materials on or available from such Platforms or resources. Seller correspondence or business dealings with, or participation in promotions of, third Parties found in or through the Service, including payment and delivery of related goods or Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Seller and such third Party. The Seller further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or Services or other materials available on or through any such Platform or resource.

b.              The Seller further agrees that in the event of the Seller providing the Users of the Platform with a link to a Platform owned/operated by the Seller, the Seller shall be solely liable for the same, and hereby agrees to indemnify and keep indemnified the Company from the claims of any individual with regard to the same. Further, the Seller shall not be authorised to provide the Users of the Platform with a link to any Platform or domain wherein Services are being sold, whether or not such Platform is owned/operated by the Seller, and whether or not such Platform is in competition with the Platform, at the sole discretion of the Company.

15.           WARRANTIES AND REPRESENTATIONS

a.              The Company does not any representations or warranties regarding the quality, value, size, or any other specifics relating to the products or services proposed to be sold, offered to be sold or purchased on the Platform.

b.              The Company does not implicitly or explicitly support or endorse the sale or purchase of any products and services on the Platform. The Company accepts no liability for any errors or omissions of third parties in relation to the products and services.

c.              The Company is not liable for any non-performance or breach of any contract between the Buyer and the Seller. The Company cannot and does not guarantee that the Buyer and the Seller concerned will perform transaction(s) concluded on the Platform.

d.              The Seller warrants that any product uploaded by the Seller in the web gallery of the Platform are either Seller’s own creation or the Seller has full rights to sell that product(s).

e.              In the event that the Company finds that the product(s) uploaded by the Seller is not authentic or the Seller does not have the permission to sell that product(s), strict legal action can be taken against the Seller and the Seller shall be restricted from any further use of the Platform.

f.               The Seller warrants and represents that the Services provided under this arrangement shall conform to quality specifications and the Seller is legally authorized to provide all the Services, agreed to be provided under the Terms.

g.     Flipkart does not at any point in time during a transaction between you and a buyer on the Platform come into or take possession of any of the products or services offered by you, gain title to or have any rights or claims over the products or services offered by you to the buyer.

h.     At no time shall Flipkart hold any right/title to or interest in the items nor have any obligations or liabilities with respect to such a contract. Flipkart is not responsible for unsatisfactory or delayed performance of services, damages, or delays as a result of items which are out of stock, unavailable, or back-ordered.

i.               The Sellers should not raise any objection against the Company for sharing their accounts of association with the Company on the Company’s social media handles or for any other promotional activity.

16.           INDEMNITY BY THE SELLER

a.              The Seller hereby expressly agrees to defend, indemnify and hold harmless the Platform and the Company, its employees, directors, officers, agents and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including legal fees, caused by or arising out of any and all claims of any individual against the Seller, including without limitation the non-fulfilment of any of the obligations or commitments of the Seller under the Terms, or arising out of the Seller’s infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of Service by other Sellers, or the infringement of any other rights of a third Party.

b.              In no event shall the Company be liable to compensate the Seller or any third Party for any special, incidental, indirect, consequential or punitive damages whatsoever, whether or not foreseeable, and whether or not the Company had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the Seller’s use of or access to the Platform, the Service, and any transaction involving a User of the Platform and Services listed by the Seller. The Company reserves the right to assume exclusive control of its defence, and of any matter otherwise subject to indemnification by the Seller, in which event the Seller will fully cooperate with the Company in connection therewith, and hereby expressly agrees to bear the cost thereof.

c.              The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, and the Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the Company incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Seller shall be prohibited from accessing the Platform and availing of the Service beyond such date.

17.           LIMITATION OF LIABILITY

a.              To the fullest extent allowed by applicable law, in no event will the Company, its affiliates, business partners, licensors or Service providers be liable to the Seller or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including, without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, Service interruptions and procurement of substitute Services, even if the Company has been advised of the possibility of such damages notwithstanding anything to the contrary contained herein, the Company's liability to the Seller for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by the Seller to the Company for the Service while the Seller maintains an account. The Seller agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

b.              The Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the Company / Platform incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Seller shall be prohibited from accessing the Platform and availing of the Service beyond such date.

18.           FORCE MAJEURE

Neither Party shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to unforeseen accidents, acts of war, acts of God, earthquake, riot, Pandemic, sabotage, labour shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal, or unauthorized.

19.           DISPUTE RESOLUTION AND JURISDICTION

It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of the Terms and any disputes arising therefrom will be resolved through Arbitration.

Arbitration. The said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on both Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be Hisar, Haryana, India. The Parties expressly agree that the Terms and any other agreements entered into between the Parties are governed by the laws, rules and regulations of India and that the Courts at Hisar, Haryana, India shall have exclusive jurisdiction over any disputes arising between the Parties.

20.           NOTICES

Any and all communication relating to any dispute or grievance experienced by the Seller may be communicated to the Company by the Seller reducing the same to writing and sending the same to the registered office of the Company by Registered Post Acknowledgement Due / Speed Post-Acknowledgement Due (RPAD / SPAD).

21.           MISCELLANEOUS PROVISIONS

a.              Entire Agreement: These Terms, read with any specific guidelines or rules that are separately posted for particular services or offers in the Service, comprises the entire agreement between the Seller and the Company regarding the Seller’s use of the Platform and the Service. If any provision of these Terms is held invalid by any court or governmental authority of requisite jurisdiction, the remainder of these Terms shall continue in full force and effect and the Parties shall attempt to give full effect to their original intention.

b.              Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.

c.              Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.

d.              Non-Transferability: The Seller agrees that the Seller’s account is non-transferable and all of the Seller’s rights to the profile or contents within the account shall terminate upon the Seller’s death or termination of the Seller’s access to the Service.

e.              Relationship between the Parties: The Seller is aware and agrees that no agency, partnership, joint venture or employment is created as a result of these Terms, and the Seller may not make any representations or bind the Company in any manner.