MERCHANT LICENSE AGREEMENT
This Non-exclusive Merchant License Agreement is executed on this the ...........day of ..........2014,
By and between
M/s R2V Ventures, an entity registered under Indian Partnership Act, 1932, which owns and operates www.stashdeal.com (“Website”) situated at #10-1-17, 3rd Floor, Dana Chambers, Masab Tank, Hyderabad-500 028, Andhra Pradesh (hereinafter referred to as the “R2V” or “Stashdeal” which term shall unless repugnant to the context and meaning thereof be deemed to mean and include its successors in interest and permitted assigns) on FIRST PART
And
M/s....................................................................................................................., situated at #.............................................................................................................................................(hereinafter referred to as the “Merchant” or “You” or “Your”, which term shall unless repugnant to the context and meaning thereof be deemed to mean and include its successors in interest and permitted assigns) on SECOND PART.
WHEREAS,
- Stashdeal is a provider of comprehensive e-commerce services including but not limited to Merchant services like hosting on-line store services, site design, technical support & maintenance, email/sms services, advertising, marketing, offering for sale Merchant’s branded products and/or services in-addition to other support services as may be offered/revised from time to time (hereinafter referred to as the "Services");
- You are the business owner and Merchant dealing with ..................................... branded products and/or services (Your products and services) subscribing to Stashdeal Services. A detailed list of Your products/services are listed under EXHIBIT-A. If You are dealing with varied products/services, then, the particulars of same shall form part of this Agreement in the form of Exhibit-A1, Exhibit-A2, ExhibitA3 consequently.
- The End-user/Customer (the “User") is person or entity that buys Your products and services for his/its own use from you;
- www.stashdeal.com (the "Website") is a secure and interactive online platform for using the Services and to promote, advertise and offer for sale of Your products and services to Users at discounted rates as pre-agreed between Stashdeal and Merchant;
- The Website Services are offered to the Users through different modes including issue of vouchers and coupons which can be redeemed for Your products and services.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and enter into the agreement (the "Agreement") as follows:
- LICENSE AND SCOPE OF THE AGREEMENT
- Notwithstanding the terms and conditions under this Agreement and subject to Your completion of registration at Website, Stashdeal grants the Merchant a non-exclusive, revocable, non-assignable, non-transferable, royalty-free, limited license to the Merchant to access, through the Stashdeal Website, the software and server owned/operated by Stashdeal for the purpose of providing Services to setup and maintain an interactive online store in order to promote/sell Merchant products or services. Stashdeal also grants the Merchant a non-exclusive and non-transferable license to use Stashdeal's trademarks for the limited purpose of setting up the online store.
- Merchant grants to Stashdeal a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Merchant's name, logo and any trademarks and any photographs, graphics, artwork, text and other content provided or specified by Merchant in connection with the marketing, promotion, sale or distribution of vouchers and coupons, in any and all media or formats in which such vouchers and coupons are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Stashdeal Website. Accordingly, the Merchant is herewith licensed to use its name, trademarks, trade names and copyrights (all whether now owned or hereafter acquired) in connection with its products and services, images or representations without limitation, the display and listing of Your products and services.
- Stashdeal may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website and/or the Services at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Agreement or such policies and rules on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website and/or the Services following any such revisions to the Agreement or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use the Website and the Services and close your account.
1.4 Stashdeal may at any time change or remove (temporarily or permanently) the Website, Services or Merchants and their information from the Website without indicating the reasons of such change or removal and you confirm that Stashdeal shall not be liable to you for any such change or removal.
1.5 You are licensed to use the Website and Services in a lawful manner free of cost. Nevertheless, Stashdeal reserves full rights to charge for any part of the Services or full Services to which You agree to comply.
1.6 Your access to and use of the Website and/or any Services is subject exclusively to this Agreement. BY REGISTERING FOR AND USING THE WEBSITE OR THE SERVICES YOU AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND ALL THE POLICIES AND GUIDELINES THAT ARE INCORPORATED BY REFERENCE (INCLUDING, BUT NOT LIMITED TO, THE PRIVACY POLICY, WEBSITE USAGE POLICY, ENDUSER/CUSTOMER POLICY, THE PROHIBITED PRODUCTS LIST AND SUCH AND OTHER POLICIES TERMS AND POLICIES INCORPORATED IN REFERANCE HEREWITH). You agree that any use by You (including Your administrators) of the Website and/or the Services shall constitute your acceptance of the Agreement and we recommend that you store or print-off a copy of the Agreement (including all policies) for your records. If you do not accept these terms and conditions you must immediately stop using the Website and/or the Services.
2. YOUR ACCOUNT
2.1. Any Merchants, who wants to start using the Services, has to register at the Website, its a standard process. After You agree to be bound by this Agreement and complete the registration form, Stashdeal will establish an account for you (the "Account") and provide you with the unique logon ID and password. Stashdeal is entitled to refuse to register a new Merchant without indicating the reasons.
2.2. You can register more than one Account with Stashdeal. If you intend to use the Website both for meeting your needs as a natural person, and as a representative of a legal entity, then you have to create two separate Accounts in the Website – one for yourself as an individual user and another - for a legal person. It is prohibited to use the same Account for meeting the needs of both natural and legal person.
2.3. Use of the Website or/and the Services are limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law. To register, you must provide your information required in the registration form and other information required in the registration form. Stashdeal will apply its undertakings and exercise its rights referring to this information. You authorize Stashdeal to verify the accuracy of your information and to perform credit or background checks as it desires. Stashdeal can also request you to provide any documents required to perform either your background check or check of your provided information. Particular documents that have to be submitted will be specified in the notification to you.
2.4. You are solely responsible for maintaining the confidentiality of your unique login ID and password, and for their use, and any activity done shall be deemed valid and authorised entry from Your end and Stashdeal disclaims any liability of whatsoever. You shall be entirely responsible for any and all activities, acts and omissions which occur under Your Account and password. You agrees to keep the password confidential, to allow no other person or company to use its account, and to notify Stashdeal promptly if You has any reason to believe that the security of Your Account has been compromised. As traffic on this Website may be monitored, evidence of the use of the logon ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to your usage of the Service and/or the Website.
2.5. You confirm that at the registration at the Website You have entered correct data about yourself and that afterwards, when changing or adding this data in the Account, You will enter only correct data. The Merchant shall bear any losses that occur regarding to the submission of invalid/incorrect data. You unconditionally warrant that any product and services characteristics submitted by you at the Website and any other information, data and/or content you provide: (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of Stashdeal or any third party such as copyright, patent, trademark, trade secret, design or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libellous, and, (v) will not create any liability for Stashdeal. Stashdeal has a full right to disconnect Your Account and/or to restrict Your’s usage of the Website and/or the Services immediately (without prior notice) upon violations of any of Your aforesaid warranties herein.
2.6. You shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by this Agreement and legal requirements. The Merchant's registration at the Website implies the Merchant's confirmation and a guarantee that by using the Services, the Merchant will act honestly and in such way that it would meet the interests of both the Merchant and Stashdeal. Stashdeal has a right to restrict the Merchant's usage of the Website and/or the Services without prior notice if the Merchant uses the Website in unlawful or other unaccepted way. Nevertheless, Stashdeal reserves the right to operate the Account individually/jointly with You until You get familiarity in using the Website and Services.
2.7 You are responsible to maintain Your Account and obtaining, maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software, Website or Store Services of Stashdeal and You shall be responsible for all charges related thereto. You can obtain assistance with any technical difficulty that may arise in connection with Your utilization of the Service or Website by requesting assistance by email to vendorsupport@stashdeal.com or contact No.............................. Stashdeal reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
3. STASHDEAL ROLE
3.1. Stashdeal provides a platform for Merchants and Users to deal and complete transactions. Stashdeal is not involved in the actual transaction between Merchants and Users and is neither an agent of any of them nor possesses any authority for either of them for any purpose. As the Merchant, you use the Website and/or the Services at your own risk. Stashdeal value privacy rights of its Merchants. Any such disclosure or use of private information shall be according to the Privacy Policy of Stashdeal
3.2. When Users make a purchase from you through the Website and/or by using the Services, they are purchasing Your products and services from You and not from Stashdeal. Stashdeal has no control over Users who make purchases or the ability of Users to pay for Your Products or Services they may purchase from you. Stashdeal has no responsibility to ensure that the Users complete a transaction with you or makes a final payment to you.
3.3. Stashdeal shall not verify or inspect the creditability or solvency of any User and shall not be responsible for any settlements between you and User. In no case Stashdeal is the owner of products and services pertaining to Merchants and has no obligation to control and inspect the quality of Merchants products and services.
3.4 Stashdeal reserves full rights of offering the voucher and coupons up to the maximum quantity in a variety of modes/formats including but not limited to through its featured deal-of the day, through its various side deals, through its marketplace, or through its associates network. All or any of said formats may be offered to part or User’s community base, or the communities associated with Stashdeal's associates. However, You will be notified in writing prior of such deals, if any.
4. PRICING AND TAXES
4.1. Stashdeal allows you to list the MRP, description, comparative benefits of the products and services in addition to other information deemed necessary to Users in the English language or any local language as approved by Stashdeal. Along with MRP to be provided the discounted price and the proportionate on-line payment to Stashdeal to avail the voucher/coupon that can be redeemed for Your products and services at your business outlets.
4.2. As the Merchant, you may list the products and services you merchandize in the Website unless it is a Restricted and Prohibited item List defined in or similar to the items listed in-detailed under EXHIBIT-B. Stashdeal may change said List in its discretion, without notice to you or your consent.
4.3. Each of your listed products, services or items will be reviewed by Stashdeal before making it available to be displayed on Website or purchased. Stashdeal may deny any of Your product or service for any reason.
4.4. By listing Your products and services in the Website, you represent and warrant to Stashdeal, prospective End-user/Customers and partners/associates (if you chose to participate in said Program any time) that you are the owner of the product and/or service and/or have the right and ability to sell the same and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. Stashdeal retains the right to immediately halt any promotion, advertisement, sale, prevent or restrict access to the Website or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized products and/or services, any unlawful products/services, or any products/services otherwise prohibited by this Agreement or applicable law or in any other case in its sole discretion.
4.5. Subject to the terms and conditions of this Agreement, You commit to host the products and/or services on your own and provide the download link (if applicable) of the same or the access to your service subscription to the End-user/Customer. You commit to sell the products or services to End-user/Customers at the listed/discounted price and undertake to complete the transaction as described by Agreement without additional levies, taxes, impositions or any cess whatsoever.
4.6 You agree that you are solely responsible for determining the amount of any taxes that you may owe as a result of your sale, and are solely responsible to collect, report and remit any such taxes required under law applicable to you. You acknowledge and agree that Stashdeal has no responsibility to collect, report or remit any applicable taxes in connection with your sale. You hereby agree to fully indemnify, defend and hold Stashdeal (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with any sale made by you through the Website and/or the Services.
5. OWNERSHIP, QUALITY AND WARRANTIES ON PRODUCTS/SERVICES.
5.1. You (not Stashdeal) are the owner of your products and services.
5.2. You agree to sell only good quality products and services. You guarantee that your products and services will be functioning normally and meet standard quality requirements and conditions of the respective purposes and will not have any hidden deficiencies.
5.3. If the products and services that you offer is in a poor quality, the End-user/Customer may demand return or replacement or claim compensation to which Stashdeal is not liable.
5.4. You shall have a policy with regard to the warranties of products and services. Said warranty policy shall be clear, complete, accurate and prominently posted on a Website and/or billing screen and available for review by the End-user/Customer prior to the End-user/Customer being obligated for a purchase of your products and/or services. You shall not provide, offer or advertise a warranty or guarantee for any unreasonable period.
5.5. You shall include in your warranty policy a prominently displayed disclaimer of any implied warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose, and the warranty of non-infringement, on behalf of Stashdeal.
6. PRODUCT/ SERVICES DELIVERY, SUPPORT AND SERVICE FEE
6.1. Because Stashdeal is not involved in the transaction between you and the End-user/Customer and is not the agent of either of you for any, Stashdeal will neither be involved in nor will be responsible for the delivery of products/services ordered by the End-user/Customer. You are solely responsible for a timely, accurate and proper delivery of products/services to the End-user/Customer.
6.2. You must ensure that you are legally able to sell said product and/or services included in a listing on the Website, and that it is lawful to offer/sell and deliver the same to User in Your designated business outlet or premises as provided in Website. In any case Stashdeal shall not be responsible for verifying your right to list, sell and/or deliver Your products and/or services
6.3. Upon placement of successful on-line order from User, Stashdeal Website shall automatically issue electronic confirmation of relevant voucher/coupon unique ID to the End-user/Customer and to the Merchant simultaneously along with description of product/service ordered and corresponding payment made online by User. All such electronic confirmations shall be sent to email id & Mobile No of User (SMS) and to Merchant. The particulars written on Voucher/Coupon, its terms and conditions and Merchant Service Levels shall from part of EXHIBIT-A or any other internal process flow standard documentations between the Parties.
6.4 You shall make arrangements for the delivery of the product(s) and/or service(s) against the valid voucher/coupon information received electronically subject to (i) User physically approaching You with the unique Voucher/Coupon ID issued by Stashdeal along with payment proofs within the valid term; (ii) User payment of balance of payments against the ordered products/services. You agree that Stashdeal has no obligation to deliver product/service and You are the only competent party to sell to the End-user/Customer. You agree that you shall maintain sufficient stocks of products and honor the services ordered by the User and that all associated legal risks remains with you until the End-user/Customer physically receives the same.
6.5. You shall be solely responsible for the product/services support to End-user/Customers. You undertake to provide requisite product/service support in a timely manner after the support inquiry from the End-user/Customer.
6.6 Other than the on-line fees receipt from the End-user/Customer against the sale of Merchant products and services and subject to Clause 1.5, Stashdeal shall not have any other service fees or claims under this Agreement for its Website and Service under this Agreement
7. RETURNS AND REFUNDS
7.1. Because Stashdeal is not involved in the transaction between you and End-user/Customers and is not the agent of either of you for any purpose, Stashdeal will not be involved in resolving any disputes between you and the End-user/Customers related to or arising out of any transaction. In case Stashdeal gets involved into any dispute by any third party you shall indemnify and hold harmless Stashdeal against any and all liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from any such dispute.
7.2. You shall have a policy with regard to the cancellation, returns and refunds of products/services on your space in the Website. Your return and refund policy shall be clear, complete, accurate and prominently posted on a billing screen and available for review by the End-user/Customer prior to the End-user/Customer being obligated for a purchase of your products/services. Using the options presented to you on the Website you shall choose the refund term. You must also ensure said terms written on Voucher/Coupon aswell.
7.3. You agree that Stashdeal have the right to provide Your further information to the End-user/Customer who purchased Your products/services, in addition to the Your email address and other contact information already visible on the website. Your return and refund policy inter alia shall include provisions that you will provide a prompt refund to the End-user/Customer if he/she receives Your products/services which are defective, damaged or does not match the description as listed. You shall provide the refund promptly, but in no case later than within the indicated refund term following the End-user/Customer's request .
7.4. Any End-user/Customer who believes he/she may be entitled to a refund on this basis can contact you directly. Stashdeal will not be involved in disputes or contact End-user/Customers on your behalf. If the End-user/Customer submits a claim to Stashdeal concerning your product/services or the order from you, Stashdeal in its sole discretion may research the claim and may (or may not) contact you concerning the claim. You agree to respond to any inquiry by Stashdeal within two (2) days. You agree and acknowledge that Stashdeal's decisions concerning the claim are final and binding and you agree to abide by such decisions. In the event Stashdeal pays any amount to the End-user/Customer in connection with the End-user/Customer's claim concerning your products or services or the order from You, or the End-user/Customer seeks a chargeback with the End-user/Customer's credit card company, you agree to promptly reimburse Stashdeal for the amount of the transaction and any associated fees and charges. In no event shall Stashdeal liable for any claims of End-user/Customer against Your products/services, Your listings or Your content on Website.
8. ASSOCIATE PROGRAM
8.1. Stashdeal may choose to offer an associate program to the third parties (the "Associates") under which the Associates may promote Stashdeal and Your products and/or services and refer End-user/Customers to the Website (the "Associate Program"). If You wish to participate in the Associate Program You may choose such option in your Account on the Website. By choosing this option you grant the Associates a non-exclusive, worldwide, royalty-free license solely for the purposes of facilitating referrals to the Website, to establish and maintain the links to Your product and service website and to publish any of your content on their websites.
8.2. You shall manage commission payments and pay your Associates commissions by yourself pursuant to this Agreement. You shall make sure You well understand Associate Programme, its payment terms and conditions etc from Stashdeal before selecting this option. Because Stashdeal is not involved in the transaction between You and Associates and is not the agent of either of you for any purpose, Stashdeal will not be involved in resolving any disputes between you and Associates related to or arising out of any transaction.
8.3. However, Stashdeal at any time and in its sole discretion may choose to pay any Associates their Associate commissions or any part of it that you owe. In such case, you agree to compensate Stashdeal for the amounts that Stashdeal paid to Associates as their Associate commissions.
9. MERCHANT OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
- You agrees to display in the Account contact information, including but not limited to Merchant's company name, address, telephone number, fax number and e-mail address. Merchant also agrees to update such information to keep it true, accurate, current and complete.
- You agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Stashdeal and Merchant, including the method and timing of such announcements, must be approved in advance by Stashdeal in writing. Stashdeal reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Merchant's obligation regarding public announcements shall be considered a material breach of the Agreement leading to termination.
- You represents and warrants that You retain full power and authority under all relevant laws and regulations to offer and sell the goods and services offered herein, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered herein; and it will not infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,
- You warrant non-involvement or in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices. Merchant warrants and assure the Stashdeal that it will not disclose any confidential information regarding the Stashdeal of its business model to any third party without prior consent of the Stashdeal.
- You agreed that Stashdeal may disclose Your information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the Agreement; (d) to respond to claims that the Merchant or store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Stashdeal, Website or others; provided, however, that nothing in this section shall impose a duty on Stashdeal to make any such disclosures.
9.6 You acknowledge and agree that, as between You and Stashdeal, the Website software and all elements offered by Stashdeal, and all worldwide Intellectual Property Rights including trademark and software therein, are the exclusive property of Stashdeal. Any rights to the Website and its contents, not expressly granted to the Merchant in this Agreement are reserved by Stashdeal.
- You acknowledges that the Website, software including source codes that constitute intellectual property of Stashdeal and the Merchant's license to use the same shall be restricted solely to the purpose mentioned under this Agreement. The use of such intellectual property owned by Stashdeal shall be subject to the IP Policy of Stashdeal which be incorporated into this Agreement by reference.
- You agree that any value outputs such as demographic charts, free listing on Website given by Stashdeal is purely at its discretion and You possesses no rights on either the data used in such value outputs or demands to share / on any personal information and undertakes to set-free Stashdeal against any such demands forever. Stashdeal disclaims the correctness, accuracy or completion of such value outputs to which You disclaim legal rights.
10. INTELLECTUAL PROPERTY
10.1 The URLs representing the Stashdeal Website(s), "Stashdeal," and all related logos of our Services described in our Website are either copyrighted by Stashdeal, trademarks or registered trademarks or under registration process of Stashdeal or its licensors. In addition, all page headers, custom graphics, design, button icons, scripts and source code are copyrighted by Stashdeal. You may not copy, imitate, modify, alter, amend or use them without our prior written consent. All right, title and interest in and to the Website and any content thereon is the exclusive property of Stashdeal and its licensors.
11. PRIVACY AND PERSONAL DATA MANAGEMENT
11.1. You shall agree and comply with the procedures and conditions set in the Stashdeal's Privacy Policy (link).
11.2. Your personal data that you provide will be used to indentify You as the Merchant and to execute this Agreement.
11.3. You acknowledge and agree that Stashdeal may provide to the End-user/Customers, governmental authorities, statutory authorities, judicial authorities, enforcement authorities, and the Associates (if you chose to participate in the Associate Program) information that is reasonably necessary for them to communicate with You regarding any issues that may arise in connection with their purchase or Your product/service or referral. You agree that Stashdeal shall not be liable for the collection and/or disclosure of such information to the End-user/Customer or the Associate.
11.4. You shall not to use any information about other Website and/or Services users which may become known to you from the Website or which may be disclosed to you by Stashdeal, except to enter and complete transactions, and not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other activities that Stashdeal deems unacceptable or objectionable.
12. INDEMNIFICATION AND DISCLAIMER
12.1. You agree to indemnify and hold Stashdeal, its parent, sister companies, subsidiaries, affiliates, service providers, Merchants, distributors, licensors, officers, partners, directors and its employees harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Stashdeal arising out of any breach by You of this Agreement or other liabilities arising out of Your use of this Website or the Services.
12.2. You are responsible for all reversals, chargebacks, fees, fines, penalties and other liability and/or losses incurred by Stashdeal, the End-user/Customer, or a third party caused by Your use of the Services and/or arising from your breach of this Agreement. You agree to reimburse Stashdeal, the End-user/Customer, or a third party for any and all such liability.
12.3. If the End-user/Customer claims for damage reimbursement in relation to Your product/service, you must immediately act on reimbursing such damage. The Merchant and/or its authorized representative jointly and severally hereby absolutely and unconditionally indemnify Stashdeal from any loss or damages, Stashdeal may suffer for any kind of wrongful act of the Merchant, it's agents, employees against Stashdeal or its representatives. The Merchant shall indemnify Stashdeal for any loss or damages incurred by any acts of the Merchant, its employees, servants or agents due to which there has been an infringement of Intellectual Property Rights of Stashdeal.
12.4. If you sell products/services that does not comply with statutory requirements and if any authority/ies apply sanctions to Stashdeal for listing such products/services to End-user/Customers, you must reimburse these losses to Stashdeal.
12.5 Disclaimer: This Disclaimer Clause shall be applicable to any person visiting or accessing Stashdeal’s Website or any Merchant accepting this Agreement related to the Services provided herein. The information contained in this Website has been provided specifically for the purpose of offering the Services mentioned herein. Stashdeal do not have any method to assess or verify the veracity of the Merchant's or third party's products/services; or any products purchased through the Merchant's online store hosted by Stashdeal. The Merchant further understands that the Merchant alone shall be held responsible for the profit or loss you incur during the use of any of their products or third party's products or services through the Website platform of Stashdeal. Moreover, Stashdeal is not involved in the actual transaction between the Merchant, their online customers or any third party. Stashdeal represents that they do not have any obligation to control the sale of any products/services materials or items through the online stores in order to safeguard the interests of the public or Merchant's customers. Stashdeal will not be responsible for any third party whose services may be availed by the Merchant during the use of any Services provided under Stashdeal Account.
13. EXCLUSION OF WARRANTIES AND LIABILITY
13.1. YOU SHALL ACCEPT THE WEBSITE AND THE SERVICES "AS IS" WITH ANY FAULTS OR FAILINGS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITN
ESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
13.2. IN NO EVENT WILL STASHDEAL BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY YOUR OR CUSTOMER'S / USERS ACCESS TO, OR USE OF THE WEBSITE AND/OR SERVICES, ANY MATERIAL THEREON OR ANY PRODUCTS, GOODS, MATERIALS OR SERVICES AVAILABLE THEREFROM, WHETHER BASED IN CONTRACT, TORT AND WHETHER NEGLIGENT OR OTHERWISE, EVEN IF STASHDEAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THIS EXCLUSION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE UNLAWFUL, BUT THAT LIABILITY MAY BE LAWFULLY LIMITED, STASHDEAL'S AGGREGATE TOTAL LIABILITY TO YOU FOR ALL SUCH DAMAGES AND LOSSES SHALL BE LIMITED TO THE INR 500/- ONLY.
13.3 You have made all possible due diligence study on the practical viability of the Services, the possibility commercial gain out of the online activities, regulatory requirements under the applicable laws in staring the online store, market trends, capacity to manage the activities in a long run, and the legal implication of this Agreement. Stashdeal shall not be liable for any loss occurred due to lack of required due diligence to be done by the Merchant before entering into this Agreement and further activities pursuant to this Agreement.
14. TERMINATION OF THE AGREEMENT
14.1. The Term of this Agreement is for a period of time when you successfully register for the Stashdeal Account until this Agreement is terminated for whatever reason. You may close your Account and terminate this Agreement at any time upon ninety (90) days written notice to Stashdeal and subject to redemption of pending vouchers/coupons/orders/deliveries, if any. Accordingly, You shall log-in to your Account to terminate Your Account on-line and intimate the same to Stashdeal. Account cancellation/termination shall mean the Agreement termination.
14.2. At any time and with or without any reason, in its sole discretion, Stashdeal may terminate this Agreement, Your access to the Website and/or the Services, your Account and may halt any pending listings or sales at any time without notice to you. Stashdeal shall have no liability or obligation for and thereafter the termination of this Agreement. However, you shall be liable and responsible for the fulfilment of the pending transactions or redemption of pending vouchers/coupons/orders/deliveries, if any to the Users.
14.3. You may not close your Account to evade an investigation on Your fraudulent activities. If You attempt to close your Account while Stashdeal is conducting an investigation, this may lead to holding of your funds, if any, and/or initiate legal steps to protect Stashdeal or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liabilities of whatever nature. You will remain liable for all obligations related to Your Account even after the Account is closed for a period of 3 years.
14.4 Any and all such rights, obligations or Clauses which by its nature survives any Termination of this Agreement shall survive until its obligation fulfilment or completion of defined duration.
15. MISCELLANEOUS PROVISIONS
15.1 If any section or portion(s) of this Agreement is declared invalid by any court of competent jurisdiction or a government agency having jurisdiction, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby, and this Agreement shall remain in full force and effect. To the extent possible, the parties shall reform such invalidated section or portion(s) thereof in a manner that will render such provision valid without impairing the parties' original intent.
15.2 The relationship between the Merchant and Stashdeal shall be that of independent third parties except as otherwise expressly provided in the terms stipulated herein. The terms of this Agreement neither constitute a relationship between the Merchant and Stashdeal as the agent or legal representative of each other, nor does it create a partnership or joint venture. Except as otherwise expressly provided in this Agreement, the Privacy Policy and Terms of Website usage, the Merchant shall have no authority to contract for or bind any other third party in any manner whatsoever to the obligations under this Agreement.
15.3 This Agreement is personal to You and it cannot be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement and the rights and/or obligations stipulated in this Agreement shall be null and void. Stashdeal may freely assign this Agreement without consent or notice.
15.4 All the notices, consents and other communication of the parties related to this Agreement shall be delivered via e-mail or in the Account panel or at the address mentioned in the Preamble of Agreement.
15.5 If any dispute or difference arises out of or in connection with this Agreement, it must be resolved by, and either party can submit it to, compulsory and binding arbitration in India in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be held in Hyderabad all proceedings and submissions shall be in English. Any dispute or discrepancy regarding this Agreement shall be subject to the jurisdiction of the courts of Hyderabad/Secunderabad only for the purpose of resolving any dispute between the parties arising hereunder. The Parties agree to invoke the exclusive jurisdiction of Courts in Hyderabad/Secunderabad.
15.6 This Agreement contains the entire understanding of the Parties and shall supersede all prior arrangements, agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
- Subject to the terms and conditions hereof, this Agreement is legally binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
- No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties hereto.
15.9 Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.
15.10 Stashdeal shall have no liability under this Agreement to the extent arising from any failure of Stashdeal to perform any of its obligations under this Agreement due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes, or any other event not within Stashdeal’s reasonable control.
15.11This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts.
15.12The stamp duty payable on this Agreement and any counterparts will be borne equally by Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day, month and year above first written.
M/S. STASHDEAL ...................................
Signature: Signature:
Name: Name:
Designation: Designation:
Seal: Seal:
Witnesses:-
1.
2.
EXHIBIT-A
MERCHANT PRODUCTS AND SERVICES DESCRIPTION
EXHIBIT-B
LIST OF RESTRICTED AND PROHIBITED USAGE NOT TO BE PRACTISED BY MERCHANT
Restricted Use
The Merchant is permitted to use the Services under this Agreement to sell, transfer or display the following only after obtaining the necessary government authorization and compliance documents related to the sale of the following under the State, local and other applicable laws:
- upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
- Promotional or entry tickets for conducting an event.
- Products or substances that is required to have specific license or authorization from the respective authority to sell, transfer or display.
- Perishable products and food substances.
- Gambling or Lotteries.
- Digital documents/Electronic files that are not owned by the Merchant or having license to use, store, display, distribute or sell.
Prohibited Use
The Merchant is explicitly prevented from using/applying the Services offered under this Agreement for any unlawful act, but not limited to:
- Involving in any spam activity and/or impose an unreasonably or disproportionately large load on Website. Uploading any material on a Website that contains any viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Engage in any act of illegal activity using credit cards.
- Providing misleading, inaccurate and false information.
- Knowingly or unknowingly breach any applicable local, state, national or international law.
- Promote or provide support in violent activities to cause considerable risk of injury or death or involve in illegal or unlawful activities.
- Involve in the sale of pharmaceutical products including substances, alcohol substances, body fluids, explosives, vaccines, illegal drugs, fireworks, destructive appliances or devices, forged documents, tobacco or etc.
- Engage in criminal or terrorist activity against any nation or society; or cause any threat or harassment to any person or public as a whole.
- Infringe any law, ordinance, statute or regulation including but not limited to privacy, publicity, unfair competition, consumer rights, export and import laws, advertising laws and anti-discrimination laws etc.
- Engage in activities like hacking computers or servers, including Stashdeal; or violate any requirements, procedures, policies or rules of networks related to the system.
- Engage in transmitting pornographic materials or activities harmful to children or otherwise exploit children under the age of 18 years.
- Engage in any activity that restricts or inhibits any other Stashdeal Account Holder from using or enjoying the Service.
- Subleasing Merchant account or offering space or any other access to the store to any third parties.
- Sale, transfer or display of provocative or unlawful contents which is harmful that induces a conduct which is unlawful, libellous, defamatory, obscene, racial, abusive, pornographic, pirated materials or ethnically objectionable or otherwise reasonably and is likely to generate such conduct.
- Violate or misappropriate a third party's copyright, trademark, trade secret, patent or other similar intellectual property rights, proprietary rights etc.
