Terms and Conditions for Vendors termed as vendor or retailer with these Market Service Terms are part of the shreemati selling Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in the Market Service. BY REGISTERING FOR OR USING THE MARKET SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE shreemati Services Agreement AND THESE MARKET SERVICE TERMS. Unless defined in these Market Service Terms (including the Market Definitions), all capitalized terms have the meanings given them in the shreemati Services Agreement. Law and Policies means taking into account shreemati Selling Agreement, Terms and Conditions for Vendors, Tax Services, BY shreemati Service Terms.
W-1 Listing and Promotion. Each sale of Your Products through Market Site is a sale by you. You will determine what is for sale on Market Site, but you may not list any product on the Market Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with the applicable law and Policies.
W-2 Information. You will, in accordance with applicable Law and Policies., provide in the format we require accurate and complete Market Required Product Information and all other information requested by us to process payments for you and to otherwise operate Market Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will, unless we otherwise agree, first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. You will either:
(a) upload to us the “shipping confirmation files” as required by us, including all shipment notification, shipping status and order tracking information requested by us from time to time, and any other information as requested by us to process payments based on Your Product shipment status; provided, that if you are using BY shreemati to fulfill any of your customer orders, the terms set forth in the BY shreemati Service Terms will apply with respect to such orders; or (b) use the Manage Your Orders tool in to manage and upload the required “shipping confirmation files” as then provided on website . We may provide this shipment and payment related information to users of the Market Site. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We retain the right to use mechanisms that rate, or allow users to rate, your performance as a seller, and to post such ratings and feedback on the Market Site and/or shreemati Site or otherwise make it publicly available. We retain the right for any use on Market Site of content displayed on or links to the shreemati Site will be subject to the terms of the shreemati Associates Operating Agreement.
W-3 Your Product Transactions.
W-3.1 General; Sale and Completed.
You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claim regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these Market Service Terms and applicable Law and Policies.. Notwithstanding anything in this Section W-3.1, for those of Your Products that are completed using BY shreemati (if any), the BY shreemati Service Terms will apply to our storage, completed and delivery of Your Products. You will not send customers emails confirming orders of Your Products. All sales of Your Products on or through the Market Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the Market Site. You will comply with all applicable Law and Policies., including the Market Service Acceptable Use Policy.
W-3.2 Order and Payment Processing. We will process all payments, refunds and adjustments for Your Transactions. shreemati, or one of its affiliates’, name will appear on the customer’s credit card statement (which may also display, at our option, your name). We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We are acting on your behalf only to process payments, refunds and adjustments for Your Transactions. We may withhold for investigation, or refuse to process, any of Your Transactions. We may also restrict destinations to which you may ship Your Products sold on or through the Market Site. We do not need to accept any particular form of order or payment for Your Product, or honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you. We may in our sole discretion withhold for investigation and/or to refuse to process any transaction involving Your Products or any other products or services on or through the Market Site. We may use the services of one or more third party, processors or financial institutions in connection with the Market Service (each, a “Processor”). If Sales Proceeds from Your Transactions exceed Rs1,00,000 per month for any three consecutive months, you agree to the additional terms and conditions between you and the Processor(s) which will be set forth later on.
W-3.3 Fraud and Order Stops/Cancellations. We will bear the risk of credit card fraud (i.e. fraudulent purchases arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, except with respect to Your Transactions that you do not fulfill in accordance with the Order Information made available to you by us (including shipping Your Product only to the recipient and at the shipping address specified in the Order Information made available by shreemati), and you will bear all other risk of fraud or loss. You will promptly inform us of any changes to the product mix of Your Products or any pattern of fraudulent or other improper activities with respect to any of Your Product(s) that has resulted or may result in a higher incidence of fraud or other impropriety associated with transactions involving it (or them) than other similar products. You will stop and/or cancel orders of Your Products if we so direct (and if the customer has already been charged for such orders, you will execute refunds therefore if collected by you) and will provide to us telephone and email contact information for a designated contact available during business hours whom we can contact regarding fraud, order stops and cancellations and similar concerns, who will cooperate with us and who has access and ability promptly to cancel or stop orders from being shipped.
W-3.4 Refunds and Returns.
Except for those of Your Products, if any, that are completed using BY shreemati (in which case the BY shreemati Service Terms will apply), you will accept and process returns of, and (using the functionality we make available to you) provide refunds and adjustments for, Your Products in accordance with these Market Service Terms and your policies posted on the Market Site at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through shreemati or its designated affiliate. shreemati or its designated affiliate will credit the applicable customer account, and you will reimburse shreemati for all amounts so credited. The functionality we make available to you for processing returns and adjustments may be modified or discontinued by us at any time without notice and is subject to the Law and Policies. and the terms of this Agreement. Except for those of Your Products, if any, that are completed using BY shreemati (in which case the BY shreemati Service Terms will apply), we have no obligation to accept any returns of any of Your Products.
W-3.5 Delivery Errors and Nonconformities; Product Recalls.
You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the completed and delivery of Your Products, except to the extent caused by (a) credit card fraud for which we are responsible under Section W-3.3; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are completed using BY shreemati (if any), the Completed by shreemati Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the completed and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
W-3.6 Guarantee and Chargebacks.
If we inform you that we have received a claim under the “Guarantee” (or any substantially consistent offer), or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within five (5) business days: (a) proof of delivery of the applicable Your Product(s); (b) the applicable shreemati order identification number; and (c) a description of the applicable Your Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by (i) credit card fraud for which we are responsible under Section W-3.3, or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates. We may require that you establish a separate reserve account (a ” Reserve“) to secure the performance of your payment obligations under this Agreement, in an amount as determined by us. Without limiting the foregoing, we may require a Reserve if you have a high rate of chargeback, refunds, or other indicia of performance problems related to your use of the Market Service. The Reserve will be in an amount as determined by us to cover anticipated chargeback or credit risk based on your processing history or such amount designated by our Processor(s).
W-4 Customer Service
W-4.1 General. The provisions in this Section W-4 apply only in connection with sales of Your Products through the Market Site that are not completed using BY shreemati. For customer service obligations pertaining to sales of Your Products using Selling on shreemati or sales of Your Products completed using BY shreemati, the Service Terms applicable to those Services will apply. You will refer customer issues to us according to the responsibilities below, in a timely, professional and courteous manner and at the applicable “Contact Us” form, email address and/or phone number provided for such purpose by us. You will not establish direct phone or email transfer functionality of customer service contacts to us, forward customer emails to us, or disclose our customer service contact information unless in response to a customer contact concerning a customer service issue for which we are responsible under these Market Service Terms.
W-4.2 Our Customer Service Responsibilities As between you and us, we will be solely responsible for all customer service issues relating to payment, credit card processing, debiting or crediting, and the “Guarantee”.
W-4.3 Your Customer Service Responsibilities. Unless provided otherwise elsewhere in these Market Service Terms, you will be solely responsible for all customer service issues relating to Your Products (including pricing, rebates, item information, availability, technical support, functionality and warranty), Your Product order completed and shipping and handling, Your Product order cancellation by you or any customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.
W-5 Data and Communications.
We and you will co-own all your Customer Account Information and Market Transaction Information. Neither you nor we will need to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Market Transaction Information. You and your affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Market Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Market Service; or the back up of any of your files or data.
W-6 Pricing and Remittance.
W-6.1 Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on Market Site.
W-6.2 Shipping & Handling Charges. You will determine shipping and handling charges for Your Products sold on or through the Market Site, but will comply with any shipping and handling charge Law and Policies.. If Your Product is completed using BY shreemati, this section will not apply and the BY shreemati Service Terms will apply.
W-6.3 Remittance and Compensation
W-6.3.1 Fees; Remittance of Sales Proceeds. You will pay us: (a) applicable Market Referral Fees; and (b) the applicable non-refundable Market Subscription Fee(s) in advance for each month calculated yearly of the term of this Agreement. “Market Subscription Fee” means the applicable fee(s) specified on the Market Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the shreemati selling Agreement; and (y) “Market Referral Fee” means the applicable percentage of Sales Proceeds from Your Transaction through the Market Site specified on the Market Fee Schedule at the time of Your Transaction. We will remit to you on a bi-weekly (14-day) (or at our option, more frequent) basis any Market Sales Proceeds collected by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the “Remittance Calculation Date”), less: (aa) the Market Referral Fees due for such sums; and (bb) any Market Subscription Fees due. You will accept our remittances under the previous sentence as payment in full for the sale and shipping and handling of Your Products.
W-6.3.2 Refunds. If you refund money to a customer in connection with Your Transaction, and the refund is routed through us, we will refund to you the amount of the Market Referral Fee paid by you to us attributable to the amount of the customer refund (excluding any refunded taxes), less the lower of (a) 200rupees or (b) ten percent (10%) of the Market Referral Fee, which we may retain as an administrative fee. We will remit any amounts to be refunded by us under this subsection from time to time together with the next remittance to be made by us to you pursuant to subsection W-6.3.1 above.
W-7 Provision and Use of the Market Service.
W-7.1 Control of the Market Service. We reserve the right to determine and control all aspects (including all functionality) of the Market Service and the shreemati Materials as well as the right to re-design, modify and remove any or all aspects of them.
W-7.2 License to the Market Service and shreemati Materials. Subject to this Agreement (including, but not limited to, Section
W-7.3 (License Restrictions)), we grant you a limited, revocable, non-sublicense able, non-assignable, non-exclusive and royalty-free license to: (a) access and use the Market Service and the shreemati Materials in the manner permitted by this Agreement; (b) install, copy, and use any shreemati Materials we may provide, solely in conjunction with your access to and use and operation of Market Site; and (c) enable the access to and use of Market Site by customers.
W-7.3 License Restrictions. You may not and may not authorize any other party to do the following to or with the Market Service, the Market Site or the shreemati Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Market Service or any shreemati Materials be disclosed, licensed, distributed or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Market Service, the Market Site and the shreemati Materials.
W-7.4 Ownership; Reservation of Rights. You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Market Service, the shreemati Materials, and shreemati Trademarks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Market Service, the shreemati Materials, any shreemati Trademarks, or any other intellectual property or technology that we provide or use in connection with the Market Service. All licenses not expressly granted in these Market Service Terms are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.
W-7.5 URLs.
W-7.5.1 General.
Except as provided in Section W-7.5.2, you will be responsible for securing all rights to the URL(s) for the Market Site, including maintaining the registration for the URLs with your domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Market Service to you. You represent and warrant that the URLs used in connection with the Market Site does not violate any intellectual property rights or any other proprietary rights of any person. Except in connection with any URL provided by us as described in Section W-7.5.2, you will not include “shreemati”, or any other shreemati Trademark or any variation or misspelling similar thereto in any URL used in connection with the Market Site, or otherwise.
W-7.5.2 shreemati Provided URL. We may provide you with a URL to use in connection with Market Site. If you choose to use it you will comply with our requirements for its administration.
W-7.6 Messaging. We will have the right to determine the use of any shreemati Trademarks and any messaging or notice on the Market Site, for example, we will control how our role in processing orders and payments is explained to the customer, and (if applicable) how our “Guarantee” is described. The Market Site will also display privacy and customer account use and creation messaging, which will include any terms we may require. At a minimum, you will ensure that your privacy policy discloses that you use third party service providers to provide Market Site and that your third party service providers will have access to customer information. Should we allow or require you to include any shreemati Trademarks or messaging, you will do so strictly in accordance with instructions we provide to you.
W-8 Effect of Termination. Your termination rights are set forth in Section 3 of the General Terms of the shreemati selling Agreement. Upon any termination of the term of the Medical Products Agreement or these Market Service Terms, all rights and obligations of the parties under these Market Service Terms will terminate, except that: the rights and obligations of the parties under Sections W-2, W-3, W-4, W-5, W-6 and W-8 with respect to Your Transactions occurring prior to termination will survive such termination.
W-9 Miscellaneous.
W-9.1 Tax Matters. You may apply to receive Tax Services from us. To begin the application process, you will submit a complete application to us. We will notify you if we accept your application. We may, in our sole discretion, reject your application. You will not be considered accepted for Tax Services until we have notified you of your acceptance. Upon such acceptance the terms and conditions of Tax Services will apply. As between the parties and without limiting either party’s responsibilities under Tax Services, if applicable, you will be solely responsible for all obligations associated with any and all Your Taxes, including the calculation, collection and payment of any Your Taxes. During all times that you receive Tax Services from us Market Site must remain in operation and you will make available for listing for sale on Market Site each of Your Products that you offer for sale on the shreemati Site through Selling on shreemati including each variation thereof.
W-9.2 Your Representations; Compliance with Laws. In addition to your representation and warranties in Section 5 of the shreemati selling Agreement, you hereby represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labelling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws of Your Country, its territories and all other countries where Your Products are produced or delivered, regarding the operation of their facilities and their business and labour practices, including without limitation working conditions, wages, hours and minimum ages of workers; (d) you will not, unless we otherwise agree, redirect any customers or prospective customers from the Market Site into any other sales Vendors, and will not use the Market Service for any purpose other than the offering or sale of Your Products as contemplated hereunder; (e) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labelling requirements) and do not contain any defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Law and Policies.); (f) you will ensure that Your Transactions are made at no less than fair value under the antidumping laws of the India and will otherwise comply with the antidumping laws of the India, its territories and of all other countries where Your Products are produced, delivered, or intended to be sold; (g) in connection with the Market Service or Market Site, you will not separately ask for or require any customers or prospective customers to provide any credit card, debit card, bank account, or other information related to a payment method; and (h) you will not, without our prior consent, use any third party payment service for the processing of payments for transactions associated with Market Site.
Market Definitions “shreemati Functionality” means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the shreemati platform, including the following features and functions: search, browse, product detail display, shopping cart and credit card transaction processing, order/account lookup, and storefront administration & merchandising. “shreemati Materials” means: (a) the shreemati Functionality (including, without limitation, all techniques, knowhow, algorithms, materials, specifications and source code related thereto); and (b) all Market Service-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, color schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the Market Site. “shreemati Product” means any products that are sold and completed by shreemati (or one of its affiliates) on its own behalf. “shreemati Transaction” means the sale of any shreemati Product through the Market Site for which shreemati (or its affiliate) receives shreemati Transaction Revenues. “shreemati Transaction Revenues” means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, or services charges and credit card processing fees) derived by shreemati and its affiliates from sales of shreemati Products through the Market Site as provided herein; less (b) any revenues attributable to returned shreemati Products, if such revenues previously were included in “shreemati Transaction Revenues”. “Customer Account Information” means the following non-transaction-specific information you receive from shreemati prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Market Site: customer name, physical address, e-mail address and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Market Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Market Site (e.g., personalization settings); or (e) user information. “Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License. “Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date. “Market Launch Date” means the date on which any of Your Products are first listed for sale on the Market Site. “Market Required Product Information” means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code, if any(unless we otherwise agree) and SKU number for Your Product and such other identifying information related thereto as we may reasonably request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each shreemati browse structure applicable thereto we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as shreemati may reasonably request) for accessories related to Your Product that are available in shreemati’s catalogue; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products). “Market Transaction Information” means the following information you receive from shreemati associated with any orders of Your Product through Market Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Market Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.
For more info mail at leonasinc.help@gmail.com