Seller Terms and Conditions

Vendor/Seller Terms and Conditions
THIS AGREEMENT IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN

You, the individual or any legal entity (company, sole- proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only, who has completed CDS’s Seller Registration Form as required by CDS (hereinafter, referred to as the “Seller” / “You”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs/subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PARTY;

and

CDS is a product under Coorgle Commerce Private Limited which a Private Limited Firm (hereinafter referred to as "CDS") (hereinafter referred to as, “CDS” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors, liquidators, receivers, and assigns) shall constitute the SECOND PARTY.

THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND CDS, INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING, MAKING AVAILABLE, MARKETING, SALE AND/OR DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE.

Seller/You and CDS may be referred respectively to as the “Party” individually and as “Parties” collectively, as the context may require.

WHEREAS

CDS inter alia is in the business of owning and operating an Automated reselling platform located at the URL www.mycds.in and mobile application under the name and style “CDS” (hereinafter referred to as the “Website”) which acts as an online / electronic platform in the form of an intermediary, providing e-commerce platforms/technology, internet marketing services, facilitation of payment services, fulfillment support to third party sellers to offer for sale, sell their products and for third party buyers to access variety of products and accept to purchase the products offered by sellers;

That you are freely and out of your own free will are desirous of using the Website as a platform to exhibit, advertise, make available, offer and/or sell or distribute your Products (defined below) to the users of the Website.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS FOLLOWS:

That you accept this Agreement directly or indirectly in electronic form or my means of an electronic record. You shall include your affirmative action of clicking on “I Accept/ I Agree” or the box against these words provided at the end of this Agreement or any other manner of acceptance such as using Seller Panel, start advertising, exhibiting or offering for sale, by which action you accept the terms and conditions of this Agreement.

That by virtue of the fact that you are registered on our website as a Seller you are wholly, solely and completely bound by this agreement and all the underlying terms herein.

That the term of this agreement shall mean the period commencing from the date of this Agreement up to the termination of this Agreement and the same shall be applicable to all registered Sellers, falling under any jurisdiction in the world.

That the Seller shall complete the registration process and provide all other relevant details as required by CDS. That you shall proceed with your registration only and only if you are accepting all the terms and conditions mentioned herein.

That CDS reserves the right to suspend or terminate access to Sellers registered on the Website and the Seller Panel, at any time and without assigning any reasons for doing so.

SUBSCRIPTION TERMS:
That you make an offer to sell Your Product to the “RESELLERS” of the Website by exhibiting, advertising or listing any Product on the Website. You also agree that you are and such offer, upon acceptance by a user, shall be binding on you. The sale, purchase, return, delivery and other terms of sale shall be further subject to the Standard Terms of Sale on the Website.

That you undertake to provide true, complete and correct brand name (if any), identification (if any), information, images, description and MRP, Selling Price of the Product on the Website for the purpose of the Product’s exhibition, advertising, making available or offer for sale in the appropriate category, which may include an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.

That you hereby permit, and hereby grant all the rights and licenses to CDS on worldwide basis to permit, other “RESELLERS” on the Website to use Your aforesaid information and materials for advertising, exhibiting, making available and offering to sell such other sellers products on the Website.

That unless mandated under any Applicable Law, Your aforesaid information and materials shall not be disabled or deleted from the Website till such time any seller on the Website is using the same for advertising, exhibiting, making available and offering to sell such other sellers products on the Website and that you shall have no objections to the same.

TERMS OF SALE:
That you represent and warranty that the Product description shall not be misleading and shall describe the actual condition of the Product.

That if a Product is subject to expiry date or expiry duration, you shall not offer to sell and sell any such Product which has passed 75% (seventy five percent) of its expiry duration.

That if the Product sold does not match the Product description displayed on the Website, You shall refund and permit CDS to refund any amounts that You may have received, or have credit to You, from the Buyer.

That you shall be solely responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website.

That you shall be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on Your part to provide updated and accurate Product information.

That you shall retain adequate inventory of the Products listed on the Website for successful and timely fulfillment of orders.

That you may also be required to provide images of the Products and/or images of the brands/ logos of the Products.

That you grant CDS a non-exclusive and worldwide right and license to use the Product description, images of the brands/ logos of the Products to be used on the Website, and in any marketing and promotion material of CDS to promote the sale of such Product on the Website, and, if required, to make technical modifications to the images so as to render them feasible for uploading on the Website.

That you represent that you have obtained all Consents as may be required (including Consents from the owners of the relevant brands where relevant) in order to grant CDS the aforesaid rights and licenses.

That you shall not attempt to exhibit, advertise, make available or offer for sell or use any Logistics Services provided by CDS for any Products falling in the category of CDS Banned Products‟ List on this Website.

That CDS shall be entitled to block or disable access of all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith.

That you agree and acknowledge that CDS is not under any obligation or duty to verify or monitor any listing or content You provide or make available on the Website.

That you shall be the originator of all such listings or content and all the data and information contained therein, and CDS shall be an intermediary for the purpose of such listings or content and all the data and information contained therein.

That you agree and acknowledge that exhibiting, advertising, making available or offering for sale, using Logistics Services, actual sale of and delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished, Selling expired FMCG products or previously owned Products or Products meant “not for sale” through the Website is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of CDS, and may also cause harm and prejudice to the Buyers and You shall not engage or attempt to engage in such activities.

That if CDS receives any complaint from any Buyer, or any third party or if You are found exhibiting, advertising, making available or offering for sale, using Logistics Services, selling or delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished or previously owned Products or Products meant “not for sale” or attempting to undertake the above through the Website, then, without prejudice to CDS ‟s other rights and remedies, You shall be liable to pay such amount to CDS.

That you agree that this liability will not be treated as penalty and CDS shall have all other legal rights and remedies under this Agreement and Applicable Laws. CDS reserves the right to adjust or off set the above amount from any amount accrued or due to You or is required to be remitted to You pursuant to this Agreement.

ORDER BY BUYER:
That as the Buyer selects to purchase the Products (i.e. “ordering”) exhibited, advertised, made available or offered to sell by You on the Website and either making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through an electronic notification on the Seller Panel along with the details of the Buyer as provided by Buyer on the Website.

That you shall forthwith ensure that the Product(s) so ordered as duly and safely packed in accordance with Applicable Laws and shall immediately fulfill and complete the order of the Buyer.

That you shall ensure that the Product as ordered by the Buyer is dispatched to the Buyer within such time period which CDS may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. You shall also issue and send a corresponding Invoice along with the Product.

DELIVERY MODELS:
That you will have various Delivery Models for delivery of purchased Products to the Buyers. CDS may, at its discretion, remove on or more Delivery Models or introduce other Delivery Models at any time in the future.
On introduction of such other delivery models, CDS may, at its discretion, offer these delivery options to all or select Sellers. You agree that, when you elect to deliver Your Products through the Delivery Models provided by CDS, the Products shall considered to be delivered when actually delivered to the Buyer.
The risk of any damage, loss or deterioration of the Products during the course or delivery or during transit shall be on the Seller and not on CDS, its third parties or on the Buyer. You represent and warrant that the Products being delivered under the Delivery Models not faulty and are exactly those Products which are listed and advertised by you on the Website and purchased by the Buyer and meet all descriptions and specifications as provided on the Website.

EXCHANGE, CANCELLATION & REFUND:
That you hereby agree and acknowledge that any Product sold by you to Buyer may be refused to be accepted or taken delivery by the Buyer. You agree to accept the return of such Products whether ordered on cash on delivery mode or any other mode of payment.

That in case of rejection or non-acceptance of the Product by the Buyer, CDS shall refund to the Buyer the Selling Price paid by the Buyer and Seller shall be liable to pay the charges in accordance with Commercial Term Segment.
That in case of return or rejection of Products or Products getting damaged during the handling or warehousing of them and where CDS is liable or otherwise agree to pay You the cost or Selling Price of such Products then You agree and permit that CDS or any liquidator/ auctioneer appointed by CDS may, either itself or through any third party, liquidate/sell or repair/recondition/refurbish those Products to recover the losses incurred or payments made to You.

That if CDS has recovered the loss or payments made to You herein from the Logistic Service Provider or any third party under the respective service arrangement, then You permit such Logistic Service Provider or third party to liquidate/sell such Products to recover their losses or payments made to CDS.

Without prejudice to all our rights and available remedies for your fault or breach under this Agreement, You relinquish your rights with respect to the Products liquidated pursuant to this clause.

PROHIBITED USES:
At no point you can sell or purchase the following Products on the Platform either as a buyer or a seller:

Animals and wildlife products – examples include live animals, mounted specimens, and ivory
Adult products and pornographic materials (including child pornography) in any form (print, audio/video, multimedia messages, images, photographs, etc.)
Alcohol
Electronic surveillance equipment prohibited by law
Embargoed goods from prohibited countries
Endangered species of animals and plants, whether alive or dead
Firearms, weapons, and knives – examples include pepper spray, replicas, and stun guns
Any financial services
Food and healthcare items without holding requisite permits
Grey market products
Government related items/ equipment (like wireless equipment with frequency used by the police, uniforms of Government officials including but not limited to the use by the police/ the army, etc.)
Hazardous, restricted, or regulated materials – examples include batteries, fireworks, and refrigerants
IP in any form (including but not limited to music, movies, books, designs) for which the Merchant do not hold the distribution rights
Medicines, drugs and drug paraphernalia that require a registered medical practitioner's prescription;
Narcotic drugs and psychotropic substances as defined under the Narcotic Drugs and Psychotropic Substances Act, 1985
Offensive material which is likely to offend the sentiments of people whether on the grounds of religion, race, caste, sex or place of birth, race, ethnicity, or culture
Radioactive materials
Reptile skins
Sex determination Kit
Stocks and securities
Real estate
Stolen property
Tobacco
Any other sanctioned or prohibited items or services as per applicable laws; and
Any other item deemed unfit by Company.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the platform or its Content:

for any unlawful purpose
to solicit others to perform or participate in any unlawful acts
to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
to violate any international, federal, provincial or state regulations, rules, laws, or any applicable ordinances
to infringe upon or violate our intellectual property rights or the intellectual property rights of others
to submit false or misleading information
to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related Platform, other Platforms, or the internet
to collect or track the personal information of others
to spam, phish, pretext, spider, crawl, or scrape
for any obscene or immoral purpose; or
to interfere with or circumvent the security features of the Service or any related Platform, other Platforms, or the internet. We reserve the right to terminate your use of the Service or any related Platform for violating any of the prohibited uses.

ELECTRONIC COMMUNICATION:
That when You use the Website or send emails or other data, information or communication to CDS, You agree and understand that You are communicating with CDS through electronic records and You consent to receive communications via electronic records from CDS periodically and as and when required. CDS will communicate with You by email or by notices on Seller Panel or electronic records on the Website which will be deemed adequate service of notice / electronic record. To the maximum extent permitted under any applicable law, You hereby waive all your rights to challenge the service of documents under any and all legal proceedings if the document is served on your designated electronic address including Seller Panel in terms of Information Technology Act, 2000.

COMMERCIALS & ADVERTISEMENTS:
That you shall pay CDS, the CDS’s Marketing Fees, Logistic Service Provider Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees and applicable taxes (as applicable), for all the orders for purchase of Products by the Buyer and received by You through Website.

That CDS will issue necessary invoice(s) to You for the aforesaid fee and charges.

PAYMENTS & REIMBURSEMENTS:
That CDS shall have the right to amend the fee applicable to each Product category and/or add or introduce any new fee or charges and/or the Payment Cycle as provided in the Commercial Term Segment with a prior notice to You.

Accordingly, prior to the implementation of the revised fee or new fee or Payment Cycle for any Product, CDS shall notify You, by way of an email and/or a notification on the Seller Panel detailing such additions/modifications/ amendments/ revisions to the fee or Payment Cycle.

That it shall be the Seller’s responsibility to read the emails / notifications sent by CDS from time to time.

That CDS shall, and you hereby authorize CDS to, make the payment of the Seller Proceeds to you after deducting CDS’s Marketing Fee, Logistic Service Provider Fees, Payment Collection Fees, Fulfillment Centre Charges Service Tax, Product Closing Fee and CDS Commission Fees. The fee and charges in the preceding paras may be for services provided by third party service providers of CDS y and CDS merely deducting one or more of such third party related fee and charges shall not be deemed to be providing the corresponding services to you.

That you shall be liable or responsible for bank charges or other costs incurred on account of incomplete or inaccurate information provided by you with respect to your Designated Account. In absence of any Seller Proceeds or in the event Seller Proceeds are not sufficient for CDS to deduct and recover the aforesaid fee and charges, you shall promptly pay such fee and charges upon receipt of the invoice for the same from CDS.

That CDS shall, at all times, have the right and option to deduct / adjust / off-set any payments due to, or from, You in one sale transaction against any payments due from, or to, You in other sale transactions including recovery/ adjustment/ off-set of any outstanding amount due and payable by You to CDS from any Seller Proceeds payable to You and You authorize CDS to such recovery, deduction, off-set or adjustment.

That unless stated otherwise, any and all fees or charges payable by You pursuant to this Agreement are exclusive of applicable taxes, and You agree to pay any taxes that are imposed and payable on such payments.

DUTIES OF SELLER:
That you shall create and maintain all records of all the Products listed on the Website and also for those purchased by the Buyers through the Website, including all taxes, returns, refunds, etc., as may be required for various purposes including regulatory compliances and for the Website’s Buyer’s service purposes.

That you may appoint a representative, who shall be CDS’s point of contact for any and all matters related to this Agreement, including all listings, sales and delivery related matters, and shall be authorized by you to communicate with CDS regarding your use of the Website and all transactions between you and the Reseller.

That you shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, its details and specifications, selling price of the Products, warranty terms, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

That you shall be solely responsible for making and delivering on any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.

That Buyers will have the option of providing Product / Seller reviews and rating of Sellers from whom they have purchased any Products using the Website. CDS has the right (but not the obligation) to publish all such ratings and information received from the Buyer regarding the Product / Reseller on the Website.

That CDS is not obliged to monitor or modify any such ratings or reviews. You confirm that you will not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect your rating. You further acknowledge that such ratings and reviews are the opinions of Buyers and CDS is not responsible for such ratings and reviews.

That you agree that CDS takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Buyer or any third party, or for any loss or damage thereto, nor is CDS liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter.

CDS is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.

TAX MATTERS:
That you will be responsible for the invoicing, collection and payment of any and all of taxes applicable on the Product sold thorough the Website together with the filing of all relevant returns and compliance required under VAT/CST/Entry Tax, Cess / Local Business Tax, Service Tax, Excise, GST, Customs or any other tax applicable on the Product listed and sold by You and applicable on You according to the Central / State / Local / Municipal Applicable Laws.

That you will be solely responsible to charge correct rate of applicable taxes. You shall discharge your obligations with respect to these taxes under Applicable Laws including valuation, MRP and classification of Product listed by you on CDS and for any liability arising out of Your failure to comply with these obligations You shall be liable to indemnify CDS and other persons in accordance with this Agreement. You will issue VAT/CST invoice/credit memos as applicable including immediate correction, in case any discrepancies or errors are observed in terms of the mandatory statutory requirement prescribed under Applicable Laws. You will be solely responsible for preparing, making and filing any tax return/audit report, statutory reports and other filings and responding to any tax or financial audits of Your Products including those stored at the Fulfillment Centre.

That you will be responsible to obtain and maintain all valid Consents including but not limited to VAT / CST / Entry Tax / LBT / Cess, Luxury Tax, Entertainment Tax, Customs duty etc. applicable on Your business or transactions and at no point of time You will accept the delivery of any order in case the Consent or any tax registration number is cancelled by the revenue authorities. You will be responsible to provide immediate request of de-activation of Your registration in CDS database in case of any change of ownership, restructuring or cessation of business by You.

That in case of instruction from any statutory authority or in the interest of tax compliances, CDS may ask and You agree to promptly provide CDS requisite evidence of Your discharge of obligations relating to taxes and in case of Your failure to duly deposit and / or comply with tax obligations, CDS shall have the right to immediately de-activate Your account and/or utilize Seller Proceeds for discharging statutory obligations arising due to Your failure.

That if CDS is required by Applicable Law to collect any taxes from You, You will immediately pay such taxes to CDS and CDS shall have the right to deduct or recover the same from the Seller Proceeds.

That if for any reason, any income tax or withholding tax or any statutory dues or taxes are instructed by any statutory authority to be deducted and deposited on any payments or remittances to You including Seller Proceeds or Selling Price, CDS will have the right to deduct and deposit any such applicable taxes with the appropriate statutory authority and the remit the balance amount to You. No claim in respect of such taxes deposited would be made by you against CDS.

That you undertake that all information provided by You in relation to Your above obligations including various registration / Consents are true, accurate and current and You will immediately update any such information in case of any changes. CDS reserves the right to request additional information and to confirm the validity of any of Your account information (including without limitation VAT/CST/Entry Tax related registration number) from You or Government authorities and agencies as permitted by Applicable Laws and You hereby irrevocably authorize CDS to request and obtain such information from such Government authorities and agencies. Further, you agree to provide any such information to CDS immediately upon request. CDS reserves the right to charge You any applicable unbilled VAT if You provide a VAT/CST/Service Tax registration number, or evidence of being in business, that is determined to be invalid. VAT/CST registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT/CST/Service Tax invoices in a format and method of delivery as determined by CDS in compliance with Applicable Law.

TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND BUYERS’ RIGHTS:
That you agree that CDS’s role is that of an intermediary in the form of an automated platform and is limited to managing the Website to permit You to exhibit, advertise, display, make available and offer to sell the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, the contract for sale of any of the Products shall be a bipartite contract between You and the Buyer. At no time shall CDS have any obligations or liabilities in respect of such contract nor shall CDS hold any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass on the Buyer from the Seller in accordance with the terms of this Agreement.

That the ownership (i.e. title) and risk in the Product purchased will get transferred from the Seller to the Buyer free of any lien, charge, encumbrance or any third party interest after successful delivery of such Product at the delivery address provided by the Buyer on the Website at the time of ordering, and until such time the ownership and risk in the Products shall vest with the Seller alone. As a market place, CDS will extend its services to Sellers by giving mandates to Logistic Service Providers for facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

That you will offer standard manufacturer’s or seller’s warranty actually associated with the Products. Further, in the event you are not the manufacturer of the Products, You will pass on the warranties provided by the original equipment manufacturer / original manufacturer of the Products to the Buyer at the time of sale of the Products. You agree that the options of repair, replacement or 100% (one hundred percent) refund of Selling Price will be provided by you to the Buyer in the event of any manufacturing defect or damage in relation to the Product. You shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with you at all times.

That the bi-partite relationship between You and the Buyer for any transaction between You and the Buyer on or through the Website shall be further subject to the Standard Terms of Sale.

REPRESENTATIONS AND WARRANTIES:
The Parties hereby represent and warrant to each other as under:
The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.

COPYRIGHT AND TRADEMARK:
Each time you upload the Content, you grant the Company a worldwide non-exclusive, transferable, royalty free license to use any such content including by way of distribution, storage, hosting, sub-license, reproduction, communication, creation of derivative works, and modification of such content. You accept that such license will not terminate upon your deletion or removal of the Content or other uploaded content in respect of which it is granted; and shall continue to be used by the Company, on the Platform.

DISCLAIMER:
THE WEBSITE, SELLER PANEL AND THE SERVICES INCLUDING THIRD PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CDS MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CDS, THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE / SELLER PANEL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

INTELLECTUAL PROPERTY RIGHTS:
Both Parties agree that all intellectual property, including any brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and, except as provided in this Agreement or permitted under Applicable Laws, cannot in any circumstances be used, or copied, or altered in any manner. Further, except as provided in this Agreement or permitted under Applicable Laws, neither Party may use any intellectual property, including any brands / logos, or trademarks, which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party.

That you hereby authorize CDS to use and include Your trademarks (as may be provided by You from time to time) and Your corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by You on the Website without any license fee or royalty and such usage shall be without any consideration.

That you acknowledge that CDS is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to exhibition, advertisement, display or offer for sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), CDS shall, in compliance with Applicable Laws, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to You and shall have the right to provide Your information, data and details to the person from whom such notification is received or such person’s principal.

You by submitting materials to CDS for Your use of Website, You hereby grant CDS and its affiliates a worldwide, perpetual and for as long thereafter as You are permitted to grant the said license, royalty-free license (which may be exercised only in connection with our promotion and / or distribution of Your Products) to do the following:
Make reasonable modifications to the submitted materials;
Use, copy and distribute materials and modifications for our internal business purpose;
Use, copy, distribute and display materials and modifications on the internet and on other means of electronic or digital commerce to promote the Website or Your Products;
Use all trademarks and trade names associated with the materials.

That CDS will be the exclusive owner of any permitted modifications that it may create. By submitting materials, you warrant that you have full authority to grant the licenses described above, that you have not misrepresented your identity in any manner that any factual information you submit is true and accurate and that CDS and its affiliates exercising of their license rights will not violate any proprietary rights of any third party.

Seller acknowledges that CDS hereby reserves all rights except those expressly granted herein, and that no right or license will arise by implication, estoppels or otherwise by operation of law. Seller shall not and shall not cause to reverse engineer, disassemble or decompile any application, software or other material or objects associated with the Website.

LIMITATION OF LIABILITY:
That the Seller acknowledges that CDS has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among consumers and distributors so as to create a goodwill connoting a specific manner in which goods and services can be presented on and sold through the Website. The Seller further recognize that overall success of the Website and trade names of CDS and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted automated platform to buy and sell goods and services.

NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT CDS AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), TO THE SELLER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA OR COST OF PROCUREMENT) ARISING OUT OF OR IN RELATION THIS AGREEMENT EVEN IF CDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CDS’s entire liability to Seller under this Agreement or under any Applicable Law or equity shall be limited solely to actual and proven direct damages sustained by the Seller as a result of the gross negligence or willful misconduct of CDS in the performance of its respective services and other obligations under this Agreement. In no event shall CDS be liable, vicariously or otherwise, to the Seller and its affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the CDS Marketing Fee actually paid by Seller to CDS in relation to the Products in dispute except that if such losses are due to loss or damage to the Products by Logistics Services Provider or at Fulfillment Centre the limitation of CDS‟s liability shall be equal to the Seller Proceeds.

CONFIDENTIALITY:
You acknowledge that during the existence of this Agreement, You will have access to confidential information of CDS and its affiliates and their respective third parties which shall include the data and information of Buyer or any user of the Website. You undertake to keep strictly confidential all data, reports and other confidential information supplied to you by CDS or You have the access under this Agreement and shall not sell or otherwise make that information available to any third parties and shall not use the confidential information solely in connection with this Agreement.

INDEMNIFICATION:
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

MISCELLANEOUS:
These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and CDS. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site.

You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

CONTACT US:
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at [email protected]