Selling Agreement Selling Agreement
Welcome to selling Agreement, a set of trade services including the following services: Selling on and BY BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE APPLICABLE SERVICE CONDITIONS  FOR EACH SERVICE FOR WHICH YOU REGISTER. As used in this Agreement, “we,” “us,” and “” means the Shreemati its Contracting Party and “you” means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business) termed as vendor or retailer. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms selling Agreement and the applicable SERVICE conditions , the SERVICE conditions  will govern.
To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, Your Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business’) legal name, address, phone number e-mail address and other relevant details. We may at any time cease providing the Services or any of them at our sole discretion and without notice.
Service Fee Payments
Fee details are described on website. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable SERVICE conditions  provide otherwise. To use a Service, you must provide us with valid credit card information from a credit card acceptable by Shreemati (“Your Credit Card”) as well as valid bank account information for a bank account in your legal name that is located within Your Country or any other country shown as supported by our standard website functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice) (“Your Bank Account”). You will use only a name you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from your credit card issuer, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At  option, all payments to you will be remitted to Your Bank Account, Your Credit Card or through an Automated Clearing House (“ACH”) or similar system. For any amounts you owe us, we may(a) charge Your Credit Card, (b) offset any amounts that are payable by you to us (in reimbursement or otherwise)against any payments we may make to you, (c) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, (d) reverse any credits to Your Bank Account, or (e) seek such payment or reimbursement from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means. If we conclude that your actions and/or performance in connection with the Agreement may result in customer disputes, charge back- or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90)days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit establish shed by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the Shreemati Site or the Services are unavailable following the commencement of a transaction.
Term and Termination.
The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you as provided below (the “Term”). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by Shreemati thereof. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except certain Sections will survive termination. Any terms that expressly survive according to the applicable SERVICE conditions  will also survive Termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, Perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercial, Exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to Shreemati  and its Related  Properties(if any); provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long. As the relative proportions of such trademarks remain the same) and will comply with your removal requests as to Specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the Shreemati Site or Services); provided further, however, that nothing in this Agreement will prevent or impair outright to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., Under India copyright law, referential use under trademark law, or valid license from a third party).If Your Country is India, conditioned upon your compliance with the Trademark Usage Guidelines, Shreemati grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the Shreemati Marks solely in connection with your use of the Services for which the Shreemati Marks were provided to you. You must use the Shreemati Marks solely in the manner in which they were provided to you, meaning you may not change, alter, amend, vary, or modify the Shreemati Marks in any way, at any time. You may not use any Shreemati Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Shreemati Marks. You acknowledge that Shreemati is the sole owners of the Shreemati Marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Shreemati Marks will insure to the sole benefit of Shreemati. Shreemati may revoke your license to any or all of the Shreemati Marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any Shreemati Mark was provided to you, you shall immediately cease and discontinue all further use of the Shreemati Mark.
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that your are registering for the Service(s) within such country; (b) if Your Country is Example  India and you are registering for the BY Vendor Service  , your principal place of business (or, if you are registering as an individual, your primary place of residence) is located within India and you will not conduct any operations relating to the BY Vendor Service  from outside such country; (c) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant here under; and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents)against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees ,legal fees)(each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b)any sales Vendors products owned or operated by you, Your Products (including the offer, sale, completed (except with respect to those of Your Products that are completed  using the BY Shreemati Service, if any), refund, return or adjustments thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely effect us, we may take control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
If the Sales Proceeds from Your Transactions through either the Market Service or the BY Shreemati Service exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella and/or excess liability insurance with the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Shreemati and its assignee as additional insures. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o Shreemati,, India, Attention: Risk Management.
Tax Matters.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. You agree to and will comply with the Tax Policies and the representations contained therein.
Confidentiality. During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to Shreemati Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Shreemati’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Relationship of Parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Shreemati, you, and relying customers or sellers.
Use of Shreemati Transaction Information.
You will not, and will cause your affiliates not  to, directly or indirectly: (a) disclose or convey any Shreemati Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Shreemati Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an Shreemati Site user. The terms of a Section herein do not prevent you from using other information that you acquire without reference to Shreemati Transaction Information for any purpose, even if such information is identical to Shreemati Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Shreemati Site user.
Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Shreemati Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We may amend any of the terms and conditions contained in this Agreement (including the applicable SERVICE conditions  ) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Shreemati Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to SERVICE CONDITIONS may be made without notice to you. You should refer regularly to website to understand the current Agreement  and to be sure that the items you offer for sale can be sold via the Service. YOUR CONTINUED USE OF A SERVICE AFTER Shreemati E-Shopp e POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.
Password Security.
Any password we provide to you may be used only during the Term to access (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Shreemati or its affiliates relating in any way to this Agreement or your use of the Services shall be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. Shreemati retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable POLICIES MENTIONED OR ASKED FOR. Because Shreemati is not the agent of either you or the customer for any purpose, Shreemati will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within , or by any other means then specified by Shreemati. You may change your e-mail addresses by logging in to your account and clicking on “Change Account Info.” You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communications relating to Shreemati to our Merchant Services Team by using the Contact Us form. This Agreement incorporates and you hereby accept the applicable SERVICE conditions, which Shreemati may modify from time to time. In the event of any conflicts between the POLICIES MENTIONED OR ASKED FOR and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not effect the validity and enforceability of any remaining provisions. If Your Country is India, then it is the express wish of the parties that this Agreement and the applicable SERVICE conditions   have been drafted in English. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings. Definitions As used in this Agreement, the following terms has the following meanings: “Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. “Shreemati Related Properties” means any website or other online point of presence, other than the Shreemati Site, through which the Shreemati Site, any Market site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described. “Shreemati Contracting Party” means the applicable one of the following: Shreemati Services (if Your Country is the India), “Shreemati Marks” means all Trademarks specified in the Trademark Usage Guidelines of country governing body. “Shreemati Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Shreemati or its affiliates or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder. “Shreemati Site” means that website, the primary home page of which is identified by the applicable one of the following (and any successor or replacement of such website(s)): the URL and any Promotion Site that we make available from time to time (if Your Country is the India), “Shreemati Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Shreemati or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder. “Content” means copyrightable works under applicable Law. “Excluded Products” means the products or items set forth in the Excluded Products List. “Governing Courts” means the applicable one of the following: the state or Court in Indore District India Court or other Court depending upon the amount of the claim made (if Your Country is India). “Governing Laws” means the applicable one of the following: the laws of India (if Your Country is India).
“Insurance Limits” means the applicable one of the following: According to then rate “Insurance Threshold” means the applicable one of the following: According to then rate “Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a state, or district level, as applicable) of competent jurisdiction.
“Local Currency” means the applicable one of the following: Rupees (if Your Country is the India),
“Order Information” means, with respect  to any of Your Products sold through the Shreemati Site or a Market Site, the following information: the name of the customer, customer email address, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by Shreemati in its discretion.
“Person” means any individual, corporation, partnership, limited liability Company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
“Program Policies” means all terms, conditions, policies, guidelines, rules and other information on the Shreemati Site of  (and, for purposes of the BY Shreemati Service, specifically including the BLI Guidelines). All Program Policies applicable to Market by Shreemati also apply to Shreemati Market, unless otherwise specifically stated. “Promotion Site” means that ecommerce website, the primary home page of which is identified by the URL “Sales Proceeds” means the gross sales proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, including taxes and customs duties only to the extent specified in the applicable Tax Policies. “” means the online portal and tools made available by Shreemati to you, for your use in managing your orders, inventory and presence on the Shreemati Site and/or a Market Site.
“Service” means each of the following services that Shreemati makes available in Your Country: Selling on Shreemati; Shreemati Market; and BY Shreemati.
“SERVICE conditions ” means the SERVICE conditions  specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service and any subsequent modifications we are permitted to make to those terms. “Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.
“Market Service” has the meaning described in the Market SERVICE conditions . “Market Site” has the meaning described in the Market SERVICE conditions . “Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items provided or made available by you or your affiliates to Shreemati or its affiliates.
“Your Product” means any product that is made available for listing for sale, offered for sale, or sold by you through the Market Service or the Selling on Shreemati Service, and/or completed or otherwise processed through the BY Shreemati Service.
“Your Sales Vendors” means any website operated by or on behalf of you (including a Market Site) that is primarily branded the same as any ‘storefront’ on the Shreemati Site or Market Site and any successor or replacement of any of the foregoing.
“Your Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives.
Also, if Your Country is the India , as it is used in the BY Shreemati SERVICE conditions , this defined term also means any of the types of taxes mentioned  herein that are imposed on or collectible by Shreemati or any of its affiliates in connection with or as a result of the (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Shreemati; or (b) the completed , shipping, gift wrapping or other actions by Shreemati to Your Products pursuant to the BY Shreemati SERVICE conditions .
“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“Your Transaction” means any sale of Your Product(s) through the Shreemati Site or any Market Site.
Selling on Shreemati SERVICE conditions The Selling on Shreemati Service (“Selling on Shreemati”) is a Service that allows you to list products for sale directly on the Shreemati Site (which, if Your Country is the India, includes a Promotion Site that we may make available from time to time during the Term and on which certain of Your Products may be listed for sale). These Selling on Shreemati SERVICE conditions  are part of the Shreemati Services selling Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Shreemati.