E-Commerce Vendor Agreement - Template, Sample Form Pro · IN-law

E-COMMERCE VENDOR AGREEMENT

This E-Commerce Vendor Agreement ("Agreement") is made and entered into as of the date of acceptance through digital acknowledgement ("Effective Date"), pursuant to and in accordance with the Indian Contract Act, 1872, the Information Technology Act, 2000 (read with the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021), the Consumer Protection Act, 2019 (read with the Consumer Protection (E-Commerce) Rules, 2020) and the Digital Personal Data Protection Act, 2023, BY AND BETWEEN ________, a company incorporated under the Companies Act, 2013 bearing Corporate Identity Number (CIN) ________, having its registered office at ________, holding GSTIN ________ and PAN ________ (the "Platform"/"Us"/"We"); AND the individual or entity agreeing to the terms herein and registering to sell Products through the Platform (the "Vendor"/"You"/"Your").

WHEREAS the Platform operates an online marketplace accessible through the website (________), and/or such other platforms or mobile applications operated by ________, in the capacity of an "intermediary" and "e-commerce entity" within the meaning of the Information Technology Act, 2000 and the Consumer Protection (E-Commerce) Rules, 2020.

WHEREAS the Platform is commonly known as ________.

AND WHEREAS the Vendor has agreed to comply with the terms and conditions stipulated by the Platform for listing and selling its Products, and the Platform has agreed to provide the Vendor with the necessary digital infrastructure and services to facilitate the sale of such Products to end customers (the "Customer").

The Platform and the Vendor are individually referred to as a "Party" and collectively as the "Parties".

By clicking "I Agree" or by using the Platform to sell Products, the Vendor acknowledges that it has read this Agreement and agrees to be bound by its terms, and that such electronic acceptance constitutes a valid and binding contract in accordance with Section 10A of the Information Technology Act, 2000.

§ 1. VENDOR ELIGIBILITY

1.1. Access to and use of the Platform is strictly limited to persons competent to contract under Section 11 of the Indian Contract Act, 1872. Persons deemed incompetent to contract, including but not limited to minors, persons of unsound mind, and un-discharged insolvents, or any other category specified by law, are not eligible to use the Platform.

1.2. If You are a minor, that is, below the age of 18 (eighteen) years, You shall not register as a Vendor on the Platform, engage in transactions, or use the Platform.

1.3. The Platform reserves the right to terminate Your registration and/or refuse You access to the Platform if it is brought to its notice or discovered that You are below the age of 18 (eighteen) years.

1.4. If the Vendor is a business entity, it must be duly registered and in good standing under the laws of India (or its country of incorporation, if applicable) and must possess the requisite power and authority to conduct its business.

1.5. If You are registering as a business entity, You affirm that You have been duly authorised by such entity to accept and enter into this Agreement and that You have the authority to bind such entity to these terms.

§ 2. ACCOUNT AND REGISTRATION

2.1. In connection with Your registration and use of the Platform, You agree to furnish accurate, current, and complete details as may be required for Vendor registration.

2.2. This includes but is not limited to Your full legal name, complete address, contact details, GSTIN, PAN, business PAN, PIN code, registered address of the business, pick-up address, bank account details, trade names, pricing details of Products, and related particulars.

2.3. You also agree to provide details regarding Your Products, including the names and addresses of manufacturers, packers, or importers, and any relevant particulars pertaining to imported goods, as required under the Legal Metrology (Packaged Commodities) Rules, 2011. Further, You agree to provide the relevant guarantees or warranties applicable to all goods or services You intend to sell on the Platform.

2.4. You affirm that all information provided to the Platform is accurate, current, complete, and in accordance with this Agreement. If any information is found or suspected to be untrue, inaccurate, outdated, incomplete, or not in accordance with this Agreement, We reserve the right to indefinitely suspend, terminate, or block access to Your account without prior notice.

2.5. It is Your responsibility to keep Your account information up to date. You agree to promptly update all account information and to immediately notify Us of any changes that may materially impact Your transactions on the Platform.

2.6. The Service will be available subject to this Agreement and the applicable order(s). ________ will use commercially reasonable efforts to make the Service available 24 hours a day and 7 days a week, except during planned downtime with advance notice or the occurrence of a Force Majeure Event.

2.7. The Vendor agrees that its use of the Platform is not contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments by ________ regarding future functionality or features.

2.8. ________ reserves the right to modify the features and functionality of the Services during the term of this Agreement. In the event of deprecation of any material functionality, ________ will provide advance notice of 30 (thirty) working days to You.

2.9. The provision and use of ________ in certain jurisdictions may be subject to region-specific terms.

2.10. We may provide some or all elements of the Service through third-party service providers.

2.11. If You purchase any additional services or packages from Us, this Agreement will apply to all additional orders and features that You activate within Your ________ account.

§ 3. ACCEPTABLE USE

3.1. You agree not to use ________ or the Services for any unlawful purpose or any purpose prohibited under this clause, nor in any manner that could damage ________, the Services, or the general business of the Platform.

3.2. The Vendor may list and sell only the following Products on this Platform:

________

3.3. The Vendor is restricted from listing or selling the following Products:

________

3.4. You further agree not to use ________ or the Services for any of the following:

3.4.1. engaging in any activity that could result in excessive bandwidth usage, degradation of performance, or disruption of ________;

3.4.2. competitive benchmarking or developing a competing product;

3.4.3. harassing, abusing, or threatening others or otherwise violating any person's legal rights;

3.4.4. violating any intellectual property rights of the Platform or any third party;

3.4.5. uploading or disseminating any computer viruses or other software that may damage the property of another;

3.4.6. perpetrating any fraud;

3.4.7. engaging in or creating any unlawful gambling, sweepstakes, or pyramid scheme;

3.4.8. publishing or distributing any obscene or defamatory material;

3.4.9. publishing or distributing any material that incites violence, hatred, or discrimination towards any group;

3.4.10. unlawfully gathering information about others.

3.5. You shall not host, display, upload, modify, publish, transmit, store, update, or share any information that is prohibited under Rule 3(1)(b) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021, including but not limited to any information which: (a) is used for any unlawful purpose; (b) solicits others to perform or participate in any unlawful act; (c) infringes any third party's intellectual property, proprietary, publicity, or privacy rights; (d) violates any law for the time being in force; (e) is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, or otherwise inconsistent with or contrary to the laws in force; (f) is false or misleading; (g) contains a virus or other malicious code; (h) threatens the unity, integrity, defence, security, or sovereignty of India; or (i) interferes with or circumvents the security features of ________. We reserve the right to terminate Your use of ________ for violating any of the prohibited uses.

3.6. You acknowledge that ________ does not control and is not responsible or liable for the content of any information posted or stored on the Platform by You or other users, and You are solely responsible for the same. You agree not to upload, post, or transmit any content that You do not have a right to make available.

3.7. You agree to comply with all applicable laws, statutes, and regulations concerning Your use of ________ and to not transmit any information, data, text, files, links, software, or other materials that are abusive, invasive of another's privacy, harassing, defamatory, vulgar, obscene, unlawful, false, misleading, harmful, threatening, hateful, or otherwise objectionable.

3.8. You may not use the Platform for any illegal or unauthorised purpose, nor may You, in Your use of the Service, violate any laws in Your jurisdiction (including but not limited to copyright laws).

3.9. You shall process personal data only in accordance with the Digital Personal Data Protection Act, 2023. You acknowledge that the Service has not been designed to collect or process sensitive personal information beyond what is strictly necessary, and We specifically disclaim any liability resulting from Your use of the Service to collect, process, or store such information in contravention of applicable law.

3.10. You shall, as a Data Fiduciary where applicable, obtain all necessary free, specific, informed, and unambiguous consents and permissions from individuals (Data Principals) whose personal data is collected or processed through ________.

3.11. ________ reserves the right to monitor the Vendor's use of the Platform to ensure compliance with these terms and applicable laws.

3.12. In the event of a suspected violation of these terms or applicable laws, We may investigate and take appropriate action, including warning, suspending, or terminating the Vendor's access, and reporting any illegal activities to the relevant authorities.

§ 4. SELLING

4.1. All commercial and contractual terms, including but not limited to price, shipping costs, payment methods and terms, delivery dates and modes, and product warranties and after-sale services, are offered exclusively by the Vendor and agreed between the Vendor and the Customer on a principal-to-principal basis. The Platform has no control, influence, or involvement in such commercial or contractual terms.

4.2. The Platform makes no representation or warranty regarding the quality, value, or saleability of the Products proposed to be sold on the Platform, and does not implicitly or explicitly endorse the sale or purchase of any Products.

4.3. The Platform accepts no liability for any errors or omissions by third parties in relation to the Products, nor for any non-performance or breach of contract between the Vendor and the Customer.

4.4. The Platform does not guarantee that the Vendor and the Customer will perform any transaction concluded on the Platform and is not required to mediate or resolve any dispute between them, save as required under the Consumer Protection (E-Commerce) Rules, 2020.

4.5. The Platform is not liable for any inaccuracies, omissions, errors, or misrepresentations by Vendors, Customers, or third parties in relation to the Products, nor for any non-performance, delay, or breach of any contract between the Vendor and the Customer.

4.6. At no point during a transaction does the Platform acquire, hold, or claim any ownership rights over the Products sold by the Vendor.

4.7. As a registered Vendor, You have the right to list items for sale on the Platform, subject to the policies in this Agreement and any updated policies published or communicated to You. You must have legal authorisation to sell all listed items and possess all requisite licences and permits necessary for such sale.

§ 5. CONTENT AND DESCRIPTION

5.1. The items You list for sale must not violate any third-party intellectual property rights, trade secrets, proprietary rights, publicity rights, or privacy rights, and You bear the responsibility for ensuring such compliance.

5.2. Your listings must include accurate text descriptions, graphics, pictures, or videos that genuinely represent the item for sale. Each item must be listed in an appropriate category and must remain available in stock for successful sale completion.

5.3. The listed description must accurately reflect the actual condition of the Products. If there is a discrepancy between the description and the actual condition, You are obligated to refund any payment received from the Customer.

5.4. You are prohibited from listing the same Products in multiple quantities across various categories. The Platform reserves the right to delete such multiple listings and may restrict the sale of Products originating from certain countries or regions.

5.5. Where the same Products are sold by multiple vendors, the Platform reserves the right to aggregate and present the best product data to enhance the Customer experience.

5.6. For items listed under the Food and Nutrition category, You must adhere to the minimum shelf-life norms stipulated under the Food Safety and Standards (E-Commerce) regulations of the Food Safety and Standards Authority of India (FSSAI), and any amendments thereof, and must hold a valid FSSAI licence/registration number ________.

§ 6. PRICE AND INVENTORY

6.1. The Vendor is solely responsible for determining the price of the Products listed on the Platform and must ensure that all pricing information is accurate and inclusive of all applicable taxes, charges, and fees, and shall promptly update prices upon any change.

6.2. Vendors are prohibited from artificially inflating prices or engaging in price gouging practices.

6.3. The Vendor may run promotional pricing or discount campaigns only after obtaining prior approval from the Platform.

6.4. The Vendor shall maintain adequate inventory for all Products listed and shall promptly update inventory information to reflect current stock levels.

6.5. If certain Products are unavailable or out of stock, the Vendor shall immediately remove the listing or clearly mark the product as "out of stock". Failure to manage inventory efficiently, resulting in order cancellations, may lead to penalties, customer disputes, or termination of this Agreement.

§ 7. SHIPPING AND RETURNS

7.1. The Vendor agrees to ensure that all Products sold are packed securely and shipped promptly, to abide by all shipping deadlines provided by the Platform, and understands that failure to do so will result in penalties and negative reviews.

7.2. The Vendor agrees to use only approved shipping methods and to comply with all shipping regulations and requirements of the Platform.

7.3. The Vendor shall accept returns and exchanges in accordance with the policy of the Platform and shall process all returns in a timely and efficient manner, consistent with the Consumer Protection (E-Commerce) Rules, 2020.

7.4. Products returned by Customers shall be accepted by the Vendor if returned in the condition delivered, unless otherwise mentioned in the return terms. Any cost involved in the return shall be borne by the Vendor.

7.5. Where a Customer is dissatisfied for any legitimate reason under the Platform's return policy, the Vendor shall promptly issue a refund through the original payment method used by the Customer.

§ 8. CUSTOMER REVIEWS AND RATINGS

8.1. The Vendor acknowledges that Customers may be asked to leave reviews and ratings regarding their purchase, which may be made publicly available on the Platform.

8.2. The Vendor has no right to interfere with, manipulate, or remove such reviews and ratings. Any attempt to manipulate reviews or ratings will result in the immediate termination of this Agreement.

8.3. Vendors are not permitted to review their own Products or those of competitors. The Platform reserves the right to suspend or terminate the Vendor's account if fraudulent or deceptive review practices are detected.

8.4. The Vendor acknowledges that repeated low ratings or negative reviews may lead to account suspension or termination.

§ 9. VENDOR OBLIGATIONS

9.1. You must keep all Your credentials, including username and password, strictly confidential.

9.2. You are responsible for maintaining the safety and security of Your identifying information and for keeping Us apprised of any changes to it.

9.3. If Your credentials are compromised, You agree to notify Us immediately in writing.

9.4. The billing information You provide is subject to the same confidentiality and accuracy requirements as the rest of Your identifying information. Providing false or inaccurate information or using the Service to further fraud or unlawful activity is grounds for immediate termination of Your Agreement and account.

9.5. The Vendor is responsible for compliance with this Agreement by its agents and Customers and for all activities occurring under its account, and shall ensure that its use of the Services complies with all applicable laws, regulations, privacy notices, and obligations.

9.6. The Vendor shall comply with all applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023, when processing or handling any personal data through ________.

9.7. The Vendor agrees to cooperate with ________ in resolving any technical issues or support requests related to the Platform.

9.8. The Vendor is responsible for full compliance with the provisions of the IGST Act, CGST Act, UTGST Act, and/or the applicable State GST Act in respect of the goods or services it provides.

9.9. You must provide the corresponding Harmonised System of Nomenclature (HSN) code for each Products listing. Failure to do so will result in product delisting and selling prohibition.

9.10. Vendors are obliged to comply with any additional policies and procedures established by the Platform in relation to sales, deliveries, and returns.

§ 10. CONFIDENTIALITY

10.1. Each Party (the "Receiving Party") may have access to certain confidential and proprietary information of the other Party (the "Disclosing Party") in connection with this Agreement, including but not limited to business information, technical data, trade secrets, customer information, pricing, and any other information marked as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure ("Confidential Information").

10.2. The Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

10.3. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the possession of the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

10.4. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or order of a court or competent authority, provided that it gives the Disclosing Party prompt written notice of such requirement, to the extent permitted by law, prior to disclosure.

10.5. The obligations of confidentiality under this clause shall survive the termination or expiration of this Agreement for a period of ________ (________) years, or for such longer period as may be required under applicable law.

§ 11. PAYMENT TERMS

11.1. All transactions, inclusive of transaction prices and associated commercial terms such as delivery and dispatch of Products, are agreed by means of a principal-to-principal bipartite contractual arrangement between the Vendor and the Customer. The Platform's payment facility merely serves as a mechanism to ensure successful execution of transactions.

11.2. The Platform's payment facility is not a banking or financial service. It is an automated, electronic online payment mechanism developed for receiving payment, facilitating cash-on-delivery (COD) payment, collection, and remittance for transactions carried out on the Platform.

11.3. The Platform shall not be held accountable for non-delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services, or fraud in respect of the Products, as the payment facility provides no basis for such liability.

11.4. The Platform does not assure the identity of any user nor guarantee that a Customer or Vendor will successfully complete a transaction.

11.5. The Cash on Delivery (COD) option may be offered for certain Products or categories, at the discretion of the Platform.

11.6. Vendors bear the sole responsibility for issuing correct and complete tax invoices in compliance with applicable GST law; the Platform may assist by generating invoices on behalf of the Vendor.

11.7. In the event of any chargebacks raised by a bank, the Platform reserves the right to take action in accordance with applicable guidelines and policies.

11.8. Once payment is received from the Customer, the Platform will deduct its commission or service fees as agreed, along with any applicable taxes, and remit the balance to the Vendor.

11.9. The Platform shall remit the due payment to the Vendor at the pre-agreed frequency, the specific details of which will be communicated in advance.

11.10. In the event of any return, refund, or cancellation of orders by Customers as per the Platform's return and cancellation policy, the amount pertaining to such orders will be adjusted from the payments due to the Vendor.

11.11. The Platform will provide a detailed statement of account reflecting sales, returns, Platform fees, and net amount payable to the Vendor for each remittance cycle.

11.12. The Platform reserves the right to withhold payment or deduct/adjust amounts from future payments in case of any violation of this Agreement, policy violations, or fraudulent activities by the Vendor.

11.13. The Vendor agrees to notify the Platform in writing within a reasonable time frame, not exceeding ________ (________) calendar days, of any discrepancies or disputes regarding payments with the Platform or Customers.

11.14. Payment to the Vendor will be settled in the following manner:

________

11.15. The Vendor agrees to pay all applicable service fees and charges associated with its account to ________ as outlined in the service order, statement of work, supplemental terms, or as otherwise agreed.

11.16. The Vendor shall provide valid and up-to-date payment information to ________.

11.17. The Vendor authorises the Platform to charge the designated payment method for all applicable service fees and charges, and to use a third party to process payments, and consents to the disclosure of payment information to such third party.

11.18. All service fees and charges are exclusive of applicable taxes, including Goods and Services Tax (GST), and the Vendor shall be responsible for paying any such taxes as required by applicable law.

11.19. In addition to the service fee, the Platform may charge one-time setup fees, onboarding fees, or fees for customisation or integrations requested by the Vendor, the details of which shall be provided in writing and agreed by both Parties.

11.20. The Platform shall issue invoices or payment receipts to the Vendor for all applicable service fees and charges, electronically or through other agreed means.

11.21. The Vendor shall review invoices promptly upon receipt and notify the Platform of any discrepancies within a reasonable time frame.

11.22. Unless otherwise agreed in writing, all service fees and charges shall be payable in advance on a recurring basis.

11.23. Payment is due within the specified timeframe from the invoice date, and failure to make timely payment may result in suspension or termination of the Vendor's access. Interest on delayed payment, if any, shall be charged at ________% per annum.

11.24. All service fees and charges are non-refundable, except as expressly provided in this Agreement or required by applicable law.

11.25. The Platform reserves the right to modify service fees and charges upon prior notice to the Vendor. Such adjustments shall become effective upon the start of the next billing cycle. In the event of a fee increase, the Vendor may terminate its account upon written notice before the effective date of such increase.

11.26. The Platform reserves the right to deduct Tax Deducted at Source (TDS) and/or collect Tax Collected at Source (TCS) under Section 52 of the CGST Act, 2017 and the Income-tax Act, 1961, as applicable.

§ 12. PLATFORM OBLIGATIONS

12.1. The Platform will use reasonable security measures, including reasonable security practices and procedures under Section 43A of the Information Technology Act, 2000, to protect against unauthorised access to the Platform and to the Vendor's data.

12.2. The Platform will provide reasonable technical support to the Vendor in relation to its use of the Platform for the sale of goods and/or services.

12.3. The Platform agrees to provide the Vendor with periodic sales reports showing units of each Products sold, total sales, and any returns or refunds processed during the reporting period.

12.4. The Platform will provide basic customer service to Customers, including assistance with navigating the Platform, making purchases, and addressing non-vendor-specific issues.

12.5. The Platform will make reasonable efforts to limit downtime and ensure availability of the Platform for Vendors and Customers.

12.6. The Platform shall comply with all applicable laws, regulations, and standards in the operation of the e-commerce Platform, including its obligations as an e-commerce entity under the Consumer Protection (E-Commerce) Rules, 2020, and shall publish details of its Grievance Officer in accordance with Rule 4 thereof and Rule 3(2) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021.

§ 13. LEGAL COMPLIANCE

13.1. The Vendor undertakes to comply with all applicable laws and agrees to sign the declarations detailed in this Agreement.

13.2. Where required under law, the Vendor must provide a hallmark certificate (in accordance with the Bureau of Indian Standards Act, 2016) and customer KYC as per the Prevention of Money-Laundering Act, 2002 and other applicable laws. The Platform disclaims any responsibility for conducting Customer KYC.

13.3. The Vendor ensures that no Products are sourced or used in manufacturing which originate, wholly or partially, from any country listed under any applicable national or international sanctions.

13.4. The Vendor agrees to comply with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023.

13.5. The Vendor agrees to comply with all provisions of the Consumer Protection (E-Commerce) Rules, 2020 and any amendments thereto, and the Products listed for sale must comply with the Legal Metrology (Packaged Commodities) Rules, 2011 and any amendments thereto. The Vendor is responsible for displaying all necessary product label declarations, including country of origin.

13.6. The Vendor warrants that it has not and will not engage in any form of bribery or corruption in connection with its performance under this Agreement, in compliance with the Prevention of Corruption Act, 1988.

§ 14. TERM, TERMINATION & SUSPENSION

14.1. The term of Service begins when the Vendor signs up to use ________ and will remain in effect for so long as the Vendor uses the Platform, or as per the applicable statement of work, or until this Agreement is otherwise terminated in accordance with its terms, whichever occurs first.

14.2. If You have selected a recurring subscription scheme, upon the expiry of an existing plan an amount equivalent to the subscription service fee will be deducted automatically. If such deduction fails, You shall make payment within ________ (________) calendar days from the due date, failing which Your account will be suspended or terminated.

14.3. The Platform may terminate an account by providing notice of ________ (________) calendar days to the Vendor. To cancel the Agreement, the Vendor may do the following:

________

14.4. Upon receiving an account closure request from You, the account will be placed on hold for a duration of ________ (________) calendar days to ensure completion of all prior transactions made before the closure request.

14.5. During this ________ (________) calendar day hold period, the Vendor will retain access to its account for the purpose of downloading payment and taxation reports.

14.6. Once the hold period is over, the Vendor is required to contact Us, confirming that it has downloaded the necessary reports and confirming deactivation of the account.

14.7. Upon receipt of such confirmation, and provided there are no outstanding payments due from the Vendor, the Vendor's account will be deactivated.

14.8. Post-deactivation, certain information, including registered mobile number, GSTIN, email ID, and other transaction-related information, will be retained for audit purposes and as per applicable laws.

14.9. The Platform specifically reserves the right to terminate this Agreement if You violate any terms herein, including violation of intellectual property rights of the Platform or a third party, failure to comply with applicable laws, and/or publishing or distributing illegal material.

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14.11. Upon termination, any provisions that by their nature would be expected to survive shall remain in full force and effect. You will remain subject to this Agreement for as long as You have access to ________.

14.12. In the case of a paid Vendor, upon the Vendor's written request, ________ will make service data available to the Vendor for export or download for ________ (________) calendar days after the effective date of termination, expiration, or migration of the account, except for data deleted in accordance with these terms, or upon violation of applicable laws, or where retention is against law or a legal order. Thereafter, the Platform will have no obligation to retain such data unless otherwise required under applicable law.

§ 15. COMMUNICATION

15.1. By using the Service, You consent to receive communications via phone or electronic records from ________, including emails relating to products and services offered by the Platform (or its affiliates and partners), and notices posted on the Platform.

15.2. You agree that communications sent to You by the Platform shall not be construed as spam or bulk communication under any applicable law.

15.3. Each Party shall promptly notify the other in writing of any change in its contact information to ensure effective communication under this Agreement.

§ 16. PRIVACY INFORMATION

The Platform may collect and process personal information and other data from the Vendor, its agents, and Customers as necessary for the provision of the Service, in accordance with the Digital Personal Data Protection Act, 2023. The Platform's privacy policy shall govern such collection and processing. The Vendor is responsible for reviewing the privacy policy periodically to remain informed of any changes. The privacy policy may be accessed at: ________

§ 17. ASSUMPTION OF RISK

17.1. The Vendor acknowledges that use of ________ carries certain inherent risks, including:

17.1.1. technical risks such as interruptions, delays, or unavailability due to hardware, software, or network failures;

17.1.2. compatibility risks such as incompatibility between the Platform and the Vendor's hardware, software, or network environment;

17.1.3. security risks such as unauthorised access, data breaches, or loss of data.

17.2. By using the Platform, the Vendor voluntarily accepts and assumes all risks associated with its use, and acknowledges that the Platform shall not be held liable for any damages, losses, or harm arising from or related to such inherent risks, save to the extent caused by the Platform's gross negligence or wilful misconduct.

17.3. The Platform and the Services are provided for communication purposes only. You acknowledge that any information posted on the Platform is not intended to be legal, medical, or financial advice, and no fiduciary relationship is created.

17.4. You agree that Your purchase of any Service on the Platform is at Your own risk. The Platform does not assume responsibility or liability for any advice or other information given on the Platform.

§ 18. INTELLECTUAL PROPERTY

18.1. You agree that the Platform and all Services are the property of the Platform, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Provider IP"). You agree that the Platform owns all rights, title, and interest in and to the Provider IP and that You will not use it for any unlawful or infringing purpose. You agree not to reproduce or distribute the Provider IP in any way without the express written permission of the Platform.

18.2. You agree not to modify, directly or indirectly, copy, reproduce, distribute, display, perform, or create derivative works based on the Provider IP.

18.3. You acknowledge that this Agreement does not give You any right to implement any patents of the Platform.

18.4. Each Party shall retain all rights, title, and interest in its respective intellectual property. The rights granted to the Vendor, its agents, and Customers under this Agreement do not include any additional rights or intellectual property rights of the Platform.

18.5. To make the Platform and Services available to You, You grant the Platform a royalty-free, non-exclusive, worldwide licence to copy, display, use, broadcast, transmit, and make derivative works of any content You publish, upload, or otherwise make available ("Your Content"). The Platform claims no further proprietary rights in Your Content.

18.6. If You become aware of any infringement of Your intellectual property rights by another Vendor, please contact Us and inform Us.

18.7. If the Vendor becomes aware of any infringement or unauthorised use of the Provider IP, the Vendor shall promptly notify the Platform and provide all necessary assistance to protect the Platform's rights.

§ 19. REPRESENTATIONS AND WARRANTIES

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19.2. The Vendor further represents and warrants that all information provided to the Platform is true, accurate, current, and complete, and that it will comply with all applicable laws, rules, and regulations in connection with its use of the Platform and the sale of its Products. The Vendor acknowledges that the Platform makes no representations or warranties except as expressly set out in this Agreement, and all other warranties, whether express or implied, are hereby disclaimed to the fullest extent permitted by law.

§ 20. INDEMNIFICATION

20.1. ________ will indemnify and defend the Vendor from and against any claim brought by a third party alleging that the Vendor's use of the Service infringes valid third-party intellectual property rights ("IP Claim"). ________ shall, at its expense, defend such IP Claim and pay damages finally awarded against the Vendor in connection therewith, provided the Vendor promptly notifies the Platform of the threat or notice of the IP Claim, the Platform reserves the exclusive right to defend such claim, and the Vendor fully cooperates in connection therewith.

20.2. The Vendor agrees to defend, indemnify, and hold harmless the Platform and its affiliates against any and all legal claims and demands, including reasonable attorney's fees, arising from or relating to Your use or misuse of the Platform or Services, Your breach of this Agreement, or Your conduct or actions. The Platform will promptly notify the Vendor of the threat or notice of such a claim and will cooperate with the Vendor in connection therewith. The Platform may select its own legal counsel and participate in its own defence if it so wishes.

§ 21. THIRD-PARTY LINKS & CONTENT

21.1. The Platform may contain links to third-party websites, apps, and resources. The Vendor acknowledges that the Platform does not endorse or control such third-party resources and shall not be responsible or liable for any content, advertising, products, services, or other materials available thereon.

21.2. The Vendor may integrate third-party applications, plugins, or content ("Third-Party Content") with the Platform. Third-Party Content is subject to the terms of the respective third parties, and the Platform shall not be responsible or liable for any issues related thereto. Any disputes regarding Third-Party Content should be addressed directly to the applicable third party.

§ 22. MODIFICATION & VARIATION

22.1. The Platform may, from time to time, modify this Agreement. We will provide You with reasonable advance notice of changes that materially adversely affect Your use of the Service or Your rights, through email, notification, or other similar method.

22.2. If the Vendor does not agree with any proposed modification, the Vendor may terminate this Agreement in accordance with the Term and Termination clause herein.

22.3. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, the prior effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

22.4. You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top. Your continued use of the Platform after any modification constitutes Your continued assent to this Agreement.

22.5. If You fail to monitor any modification, such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

§ 23. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to all use of the Platform and supersedes all prior or contemporaneous agreements or understandings, written or oral, regarding such use.

§ 24. NO WARRANTIES

24.1. You agree that Your use of the Platform and Services is at Your sole and exclusive risk and that any Services provided are on an "as is" basis. The Platform expressly disclaims all express or implied warranties, including the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.

24.2. The Platform makes no warranty that the Platform or Services will meet Your needs or that they will be uninterrupted, error-free, or secure, nor as to the reliability or accuracy of any information obtained through the Services.

24.3. You agree that any damage to You, Your computer system, or any loss of Your data resulting from Your use of the Platform or Services is Your sole responsibility, and the Platform is not liable for any such damage or loss.

24.4. All information, software, products, services, and related graphics are provided on this Platform on an "as is" and "as available" basis without warranty of any kind.

24.5. The Platform disclaims all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or arising from a course of dealing, usage, or trade practice.

24.6. The Platform makes no representation about the suitability of the information, tools, or add-ons contained on the Platform for any purpose, and the inclusion of any services does not constitute an endorsement of such Products.

24.7. The Platform makes no warranty that its use will be uninterrupted, timely, secure, or error-free. You expressly agree that use of the Platform is at Your own risk and that the Platform shall not be responsible for any content found on it.

24.8. Your use of any information or materials on the Platform is entirely at Your own risk, for which the Platform shall not be liable. It is Your responsibility to ensure that any services or information meet Your specific requirements.

24.9. The Platform assumes no responsibility for the accuracy, currency, completeness, or usefulness of any information, views, opinions, or advice contained on it. Information from third parties or advertisers is made available without changes, and the Platform cannot guarantee accuracy and is not liable for any inconsistencies.

24.10. All postings, messages, advertisements, photos, images, text, files, video, or other materials posted on, transmitted through, or linked from the Platform are solely the responsibility of the person from whom such content originated, and the Platform does not control and is not responsible for such content.

24.11. There may be instances where incorrect information is published inadvertently, such as typographical errors, inaccuracies, or omissions relating to product descriptions, pricing, promotions, offers, or availability. Such errors may be corrected at Our discretion at any time, and We may change or update information or cancel orders if any information is inaccurate, without prior notice (including after You have submitted Your order).

24.12. We undertake no obligation to update, amend, or clarify information in the Service or on any related Platform, except as required by law.

24.13. The Platform shall not be responsible for any interaction between You and other Vendors. Under no circumstances will the Platform be liable for any goods, services, resources, or content available through such third-party dealings. The Platform is under no obligation to become involved in any dispute between You and other Vendors or third parties, and You agree to release the Platform from any and all claims, demands, and damages arising out of or in connection with such disputes.

24.14. While the Platform has made reasonable efforts to safeguard the Platform, it cannot and does not ensure or represent that the Platform or any information provided by You cannot be hacked by unauthorised third parties. You specifically agree that the Platform shall not be responsible for unauthorised access to or alteration of Your transmissions or data.

24.15. You agree that the Platform shall not be held liable for any hacking or any loss or damage suffered due to unauthorised access by third parties, or for any spam messages or information received from such unauthorised third party which is in violation of this Agreement or the Privacy Policy.

24.16. You specifically agree that the Platform is not responsible or liable for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party, or any infringement of another's rights, including intellectual property rights, nor for any content sent using and/or included on the Platform by any third party.

24.17. The Platform has no liability and will make no refund in the event of any delay, cancellation, strike, Force Majeure, or other cause beyond its direct control, and has no responsibility for any additional expense, omission, delay, or act of any government or authority.

24.18. You will be solely responsible for any damage to Your computer system or loss of data resulting from the download of any information and/or material. Some of the above exclusions may not apply to You to the extent prohibited by applicable law.

24.19. You accept all responsibility for, and agree to indemnify and hold harmless the Platform from and against, any actions taken by You or by any person authorised to use Your account, including disclosure of passwords to third parties. If You are dissatisfied with the Platform or Services, Your only recourse and exclusive remedy shall be to stop using the Platform.

§ 25. LIMITATION OF LIABILITY

25.1. To the maximum extent permitted under applicable law, in no event shall the Platform be liable for any direct, indirect, punitive, incidental, special, or consequential damages, including damages for loss of use, data, or profits, arising out of or connected with the use or performance of the Platform, any delay or inability to use the Platform, the provision or failure to provide Services, or to deliver the Products, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Platform has been advised of the possibility of such damages. Notwithstanding the foregoing, if the Platform is found liable for any loss or damage arising out of or connected with the use of the Platform and/or provision of Services, its aggregate liability shall in no event exceed:

________

25.2. The aforementioned limitation applies to any and all claims by You, including lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind, save to the extent such limitation is not permissible under applicable law.

§ 26. GENERAL PROVISIONS

26.1. AUTHORITY: Each Party represents and warrants that it has full power and authority to enter into this Agreement and that it is binding upon and enforceable against such Party in accordance with its terms. You further warrant that You have the authority to procure Your affiliates' compliance with the terms of this Agreement.

26.2. LANGUAGE: This Agreement and all related communications, notices, and documentation shall be in the English language. Any translations are provided for convenience only, and the English version shall prevail in case of any discrepancy or conflict.

26.3. GOVERNING LAW, DISPUTE RESOLUTION & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The Parties agree that any dispute arising out of or in relation to this Agreement shall first be attempted to be resolved amicably through mutual discussion. Failing amicable resolution within 30 (thirty) calendar days, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. Each Party shall bear its own costs, and the costs of the arbitrator shall be borne equally. The seat and venue of arbitration shall be ________. The language of the arbitration shall be ________. Subject to the foregoing arbitration clause, the courts at ________ shall have exclusive jurisdiction.

26.4. ASSIGNMENT: The Vendor shall not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Platform. The Platform may assign or transfer this Agreement, in whole or in part, to any affiliated entity or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this clause shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

26.5. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court or competent arbitrator, the remaining parts shall be enforced to the maximum extent possible, and the Parties agree to replace the severed provision with a valid and enforceable provision reflecting the original intent.

26.6. NO WAIVER: The failure of either Party to enforce any right or provision shall not be deemed a waiver thereof. No waiver shall be effective unless expressly stated in writing and signed by the waiving Party.

26.7. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts are for convenience and organisation only and shall not affect the meaning of any provision.

26.8. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Parties, and this Agreement does not authorise either Party to act as an agent or representative of the other.

26.9. FORCE MAJEURE: Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fires, floods, epidemics, pandemics, war, terrorism, strikes, labour disputes, or governmental actions (a "Force Majeure Event"). The affected Party shall promptly notify the other in writing of the occurrence and anticipated duration. Performance shall be suspended during the Force Majeure Event, with time for performance extended accordingly. If the Force Majeure Event continues for a period of ________ (________) calendar days, either Party may terminate this Agreement by written notice without liability for such termination.

26.10. ELECTRONIC COMMUNICATIONS PERMITTED: The Parties agree that electronic communications, including email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this Agreement, in accordance with the Information Technology Act, 2000, and shall have the same force and effect as if in writing and signed by the Parties.

26.11. GRIEVANCE REDRESSAL: In compliance with the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020, the name and contact details of the Grievance Officer are as follows: ________.

You can contact ________ through the following method:

________

IN WITNESS WHEREOF, the Vendor has read, understood, and accepted this Agreement by way of electronic acknowledgement as of the Effective Date.

For and on behalf of the Vendor:

Name: ________

Designation: ________

Date of acceptance: ________

Place: ________