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This Customer Master
Agreement is made, entered into and executed on the date of purchase
of any product and services from PoddarWeb.Com (hereinafter referred
to as the "Effective Date")
BETWEEN:-
PoddarWeb.Com (hereinafter referred
to as "Parent") AND the you (hereinafter referred to as "Customer").
If you are entering into this Agreement on behalf of a company or
other legal entity, you represent that you have the authority to bind
such entity to these terms and conditions, in which case the term
"Customer" shall refer to such entity.
(The Parent and the Customer may be referred to individually as a
"Party" and collectively as the "Parties").
WHEREAS the Parent provides various Products and Services;
AND WHEREAS the Customer wishes to purchase Parent's Products and
Services
NOW, THEREFORE, for and in consideration of the mutual promises,
benefits and covenants contained herein and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, Parent and the Customer, intending to be
legally bound, hereby agree as follows:
1. DEFINITIONS
(1) "Advance Account" refers to the credit balance maintained by the
Customer with the Parent.
(2) "Agreement" refers to this Customer Master Agreement alongwith all
its appendices, extensions and amendments at any given point in time.
(3) "Business Day" refers to a working day between Mondays to Friday
excluding all Public Holidays.
(4) "Clear Balance" refers to credit in the Customer Advance Account
after deducting any accrued liabilities, Locked Funds and debited
amounts.
(5) "Confidential Information", as used in this Agreement shall mean
all data, information and materials including, without limitation,
computer software, data, information, databases, protocols, reference
implementation, documentation, functional and interface
specifications, provided by Parent to the Customer under this
Agreement, whether written, transmitted, oral, through the Parent
Website or otherwise, that is marked as Confidential.
(6) "Customer Contact Details" refers to the Contact Details of the
Customer as listed in the OrderBox Database
(7) "Customer Control Panel" refers to the set of Web-based interfaces
provided by the Parent and its Service Providers to the Customer which
allows him to Manage Orders
(8) "Customer Product Agreement Extension" refers to the latest
version of a Specific Customer Product Agreement Extension as posted
in the Customer Control Panel or on the Parent Website.
(9) "OrderBox" refers to the set of Servers, Software, Interfaces,
Parent Products and API that is provided for use directly or
indirectly under this Agreement by the Parent and/or its Service
Providers.
(10) "OrderBox Database" is the collection of data elements stored on
the OrderBox Servers.
(11) "OrderBox Servers" refer to Machines / Servers that Parent or its
Service Providers maintain to fulfill services and operations of the
OrderBox
(12) "OrderBox User" refers to the Customer and any Agent, Employee,
Contractee of the Customer or any other Legal Entity, that has been
provided access to the "OrderBox" by the Customer, directly or
indirectly.
(13) "Order" refers to a Parent Product purchased by the Customer
having a unique Order ID in the OrderBox Database.
(14) "Parent Products" refer to all Products and Services of Parent
which it has provided/rendered/sold, or is
providing/rendering/selling.
(15) "Parent Servers" refer to web servers, Mailing List Servers,
Database Servers, OrderBox Servers and any other Machines / Servers
that Parent or its Service Providers Operate, for the OrderBox, the
Parent Website, the Parent Mailing Lists, Parent Products and any
other operations required to fulfill services and operations of
Parent.
(16) "Parent Website" refers to PoddarWeb.Com
(17) "Service Providers" refers individually and collectively to any
Artificial Juridical Persons, Company, Concern, Corporation,
Enterprise, Firm, Individual, Institute, Institution, Organization,
Person, Society, Trust or any other Legal Entity that Parent or its
Service Providers (recursively) may, directly or indirectly, Engage /
Employ / Outsource / Contract for the fulfillment / provision /
purchase of Parent Products, OrderBox, and any other services and
operations of Parent.
2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS
(1) The Customer may purchase various Parent Products in the course of
their relationship with Parent under this Agreement, by submitting to
Parent, in a form and manner prescribed by Parent, one or more
Customer Product Agreement Extensions, which shall then be included as
a part of this Agreement.
(2) Any conflicting definitions, terms and conditions in a Customer
Product Agreement Extension shall take precedence over the same
definition, terms and conditions in this Agreement, and shall be
applied only to that Customer Product Agreement Extension.
3. OBLIGATIONS OF PARENT
Parent shall make available the latest versions of this Agreement and
Customer Product Agreement Extensions in the Customer Control Panel or
on the Parent Website.
4. OBLIGATIONS OF THE CUSTOMER
(1) The Customer acknowledges that in the event of any dispute and/or
discrepancy concerning any data element of an Order or the Customer in
the OrderBox Database, the data element in the OrderBox Database
records shall prevail.
(2) The Customer acknowledges that all information of the Customer in
the OrderBox, including authentication information is accessible to
Parent and its Service Providers
(3) The Customer shall comply with all terms or conditions established
by Parent and/or its Service Providers from time to time.
(4) The Customer agree to provide, maintain and update, current,
complete and accurate information for all the data elements about the
Customer in the OrderBox Database.
(5) Customer acknowledges that Parent Products maybe obtained through
Service Providers, and as such, changes in structure, or contracts may
occur, and as a result services may be adversely affected. Customer
acknowledges and agrees that Parent shall not have any liability
associated with any such.
(6) During the term of this Agreement and for three years thereafter,
the Customer shall maintain the following records relating to its
dealings with Parent and their Agents or Authorized Representatives:-
(1) In electronic, paper or microfilm form, all written communications
with respect to Parent Products.
(2) In electronic form, records of the accounts of all, current / past
Orders with the Customer, including dates and amounts of all payments,
discount, credits and refunds.
The Customer shall make these records available for inspection by
Parent upon reasonable notice not exceeding 14 days.
5. REPRESENTATIONS AND WARRANTIES
Parent and Customer represent and warrant that:-
(1) they have all requisite power and authority to execute, deliver
and perform their obligations under this Agreement;
(2) This Agreement has been duly and validly executed and delivered
and constitutes a legal, valid and binding obligation, enforceable
against the Reseller and Parent in accordance with its terms;
(3) The execution, delivery, and performance of this Agreement and the
consummation by Parent and the Reseller of the transactions
contemplated hereby will not, with or without the giving of notice,
the lapse of time, or both, conflict with or violate:-
(1) any provision of law, rule, or regulation;
(2) any order, judgment, or decree;
(3) any provision of corporate by-laws or other documents; or
(4) any agreement or other instrument.
(4) the execution, performance and delivery of this Agreement has been
duly authorized by the Customer and Parent;
(5) No consent, approval, or authorization of, or exemption by, or
filing with, any governmental authority or any third party is required
to be obtained or made in connection with the execution, delivery, and
performance of this Agreement or the taking of any other action
contemplated hereby;
The Customer represents and warrants that:
(1) the Customer has read and understood every clause of this
Agreement
(2) the Customer has independently evaluated the desirability of the
service and is not relying on any representation agreement, guarantee
or statement other than as set forth in this agreement; and
(3) the Customer is eligible, to enter into this Contract according to
the laws of his country
6. RIGHTS OF PARENT AND SERVICE PROVIDERS
(1) Parent and Service Providers may change any information, including
Authentication Information of the Customer in the OrderBox Database
upon receiving authorization from the Customer in any form as maybe
prescribed by Parent from time to time.
(2) Parent and Service Providers may provide/send any information in
the OrderBox Database, about the Customer, including Authentication
information
(1) to the Customer Contact Details
(2) to any authorised representative, agent, contractee, employee of
the Customer upon receiving authorization in any form as maybe
prescribed by Parent from time to time
(3) to the Service Providers
(3) Parent and Service Providers in its own discretion can at any
point of time temporarily or permanently cease to sell a Parent
Product
(4) Parent reserves the right to change pricing, minimum order levels,
and discounts, of any Parent Product , at any time.
(5) Parent and Service Providers, in their sole discretion, expressly
reserve the right to deny any Order or cancel an Order within 30 days
of processing the same. In such case Parent may refund the fees
charged for the Order, after deducting any processing charges for the
same.
(6) Parent and Service Providers, in their sole discretion, without
notice, expressly reserve the right to modify, upgrade, freeze the
OrderBox, and its associated Services.
(7) Notwithstanding anything to the contrary, Parent and Service
Providers, in their sole discretion, expressly reserve the right to
without notice or refund, access, delete, suspend, deny, cancel,
modify, intercept and analyze traffic of, copy, backup, access data
of, redirect, log usage of, monitor, limit access to, limit access of,
take ownership of or transfer any Order, or to delete, suspend,
freeze, modify OrderBox Users' access to OrderBox, or to modify,
upgrade, suspend, freeze OrderBox, or to publish, transmit, share data
in the OrderBox Database with any person or entity, or to contact any
entity in the OrderBox Database, in order to recover any Payment from
the Customer for any service rendered by the Parent including services
rendered outside the scope of this agreement for which the Customer
has been notified and requested to remit payment, or to correct
mistakes made by Parent or its Service Providers in processing or
executing an Order, or incase of any breach or violation or threatened
breach or violation of this Agreement, or incase Parent learns of a
possibility of breach or violation of this Agreement which Parent in
its sole discretion determines to be appropriate, or incase of
Termination of this Agreement, or if Parent learns of any such event
which Parent reasonably determines would lead to Termination of this
Agreement or would constitute as Breach thereof, or to protect the
integrity and stability of the Parent Products and the OrderBox, or to
comply with any applicable laws, government rules or requirements,
requests of law enforcement, or in compliance with any dispute
resolution process, or in compliance with any agreements executed by
Parent, or to avoid any liability, civil or criminal, on the part of
Parent and/or Service Providers, as well as their affiliates,
subsidiaries, officers, directors and employees, or if the Customer
and/or its Agents or any other authorised representatives of the
Customer violate any applicable laws/government rules/usage policies,
including but not limited to, intellectual property, copyright,
patent, or Parent learns of the possibility of any such violation, or
authorisation from the Customer in any manner that Parent deems
satisfactory, or for any appropriate reason. The Customer agrees that
Parent and Service Providers, and the contractors, employees,
directors, officers, representatives, agents and affiliates, of Parent
and Service Providers, are not liable for loss or damages that may
result from any of the above.
(8) Incase of Orders involving web services, Parent and Service
Providers can choose to redirect any Order to any IP Address
including, without limitation, to an IP address which hosts a parking
page or a commercial search engine for the purpose of monetization, if
an Order has expired, or is suspended, or does not contain valid
information to direct it to any destination. Customer acknowledges
that Parent and Service Providers cannot and do not check to see
whether such a redirection, infringes any legal rights including but
not limited to intellectual property rights, privacy rights, trademark
rights, of Customer, or that the content displayed due to such
redirection is inappropriate, or in violation of any federal, state or
local rule, regulation or law, or injurious to Customer or any third
party, or their reputation and as such is not responsible for any
damages caused directly or indirectly as a result of such redirection.
(9) Parent has the right to rectify any mistakes in the data in the
OrderBox Database with retrospective effect.
7. TERM OF AGREEMENT AND RENEWAL
The term of this Agreement shall be 1 (ONE) YEAR from the Effective
Date and will automatically renew for successive 1 (ONE) YEAR Renewal
Term (hereinafter referred to each a "Renewal Term" and cumulatively
the "Term"). The Term shall continue until the earlier to occur of the
following:
(1) the Agreement is terminated as provided for in Section 8
(TERMINATION OF AGREEMENT); and
(2) The Customer elects not to renew at the end of the Initial Term or
any Renewal Term.
8. TERMINATION OF AGREEMENT
(1) Either Party may terminate this Agreement and/or any Customer
Product Agreement Extension at any time by
(1) giving a 30 (Thirty) days notice of termination delivered as per
Section 26 (NOTICE).
(2) With immediate effect, if the other Party is adjudged insolvent or
bankrupt, or if proceedings are instituted by or against a Party
seeking relief, reorganization or arrangement or compromise or
settlement under any laws relating to insolvency, or seeking any
assignment for the benefit of creditors, or seeking the appointment of
a receiver, liquidator or trustee of a Party's property or assets or
the liquidation, dissolution or winding up of a Party's Business.
(2) Parent may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying the Customer in writing, as of the
date specified in such notice of termination under the following
circumstances
(1) In the event that the Customer or an Agent / Employee / Authorized
Representative of the Customer materially breaches any term of this
Agreement and/or any Customer Product Agreement Extension, including
any of its representations, warranties, covenants and agreements
hereunder
(2) There was a material misrepresentation and/or material inaccuracy,
and/or materially misleading statement in Customer's Application to
Parent and/or any material accompanying the application.
(3) With immediate effect if :-
(1) the Customer is convicted of a felony or other serious offense
related to financial activities, or is judged by a court to have
committed fraud or breach of fiduciary duty, or is the subject of a
judicial determination that Parent reasonably deems as the substantive
equivalent of any of these; or
(2) the Customer is disciplined by the government of its domicile for
conduct involving dishonesty or misuse of funds of others.
(3) as provided for in Appendix 'A' and Appendix 'C'
(4) if Any officer or director of the Customer is convicted of a
felony or of a misdemeanor related to financial activities, or is
judged by a court to have committed fraud or breach of fiduciary duty,
or is the subject of a judicial determination that Parent deems as the
substantive equivalent of any of these;
(3) Customer may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying Parent in writing, as of the date of
receipt of such notice, in the event that the Customer does not agree
with any revision to the Agreement or any Customer Product Agreement
Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED
AGREEMENT AND Customer Product Agreement EXTENSIONS) within 30 days of
such revision.
(4) Any Product Agreement Extension shall terminate with immediate
effect in the event that
(1) Parent ceases to sell the particular Parent Product covered under
that Product Agreement Extension
(2) Parents contract with Service Provider for the particular Parent
Product terminates or expires without renewal
(5) Effect of Termination of this Agreement
(1) Parent shall suspend all OrderBox Users' access to the OrderBox,
Parent Servers and all Parent Products and Services, under this
agreement and all Customer Product Agreement Extensions, immediately
upon receiving Termination notice from the Customer or upon learning
of any event, which Parent reasonably determines, would lead to
Termination of the Agreement.
(2) Upon expiration or termination of this Agreement, all Customer
Product Agreement Extensions signed by the Customer shall deemed to
have been Terminated with immediate effect
(3) Upon expiration or termination of this Agreement, Parent may
complete the processing of all Orders requested to be processed, in
the order that they were requested to be processed, by the Customer
prior to the date of such expiration or termination, provided that the
Customer's Advance Account with Parent has Clear Balance sufficient to
carry out these Orders. If Parent is unable to fulfill these Orders
then the charges levied to the Customer for these Orders will be
reversed
(6) Effect of Termination of any Customer Product Agreement Extension
(1) Parent may suspend OrderBox Users' access to applicable Parent
Products and Services , and the OrderBox immediately upon receiving
Termination notice from the Customer or upon learning of any event,
which Parent reasonably determines, would lead to Termination of any
Customer Product Agreement Extension
(2) Upon expiration or termination of any Customer Product Agreement
Extension, Parent may complete the processing of all Orders, of that
Parent Product, in the order that they were requested to be processed,
by the Reseller prior to the date of such expiration or termination,
provided that Parent is in a position to fulfill these Orders, and the
Customer's Advance Account with Parent has Clear Balance sufficient to
carry out these Orders. If Parent is unable to fulfill these Orders
then the charges levied to the Customer for these Orders will be
reversed
(3) Parent may transfer all Orders falling under the purview of the
specific Customer Product Agreement Extension to another Customer or
Parent.
(7) Any pending balance due from the Customer at the time of
termination of this Agreement or any Customer Product Agreement
Extension will be immediately payable.
(8) Neither Party shall be liable to the other for damages of any sort
resulting solely from terminating this Agreement or any Customer
Product Agreement Extension in accordance with its terms, unless
specified otherwise.The Customer however shall be liable for any
damage arising from any breach by it of this Agreement or any Customer
Product Agreement Extension.
9. FEES / RENEWAL
(1) Customer shall pay all applicable fees/advances as per the Payment
Terms and Conditions set out in Appendix 'C'
(2) Parent will charge a non-refundable fee for an Order unless stated
otherwise in any Product Agreement Extension. The applicable fees will
be displayed in the Customer Control Panel or on the Parent Website
and during the Ordering Process. Parent has the right to revise this
pricing at anytime. Any such revision or change will be binding and
effective immediately on posting of the revision in the Customer
Control Panel or on the Parent Website or on notification to the
Customer via email to the Customer.
(3) Customer acknowledges that it is the Customer's responsibility to
keep records and maintain reminders regarding the expiry of any Order.
As a convenience to the Customer, and not as a binding commitment, we
may notify the Customer of any expiring Orders, via an email message
sent to the contact information associated with the Customer in the
OrderBox database. Should renewal fees go unpaid for an Order, the
Order will expire.
(4) Customer acknowledges that after expiration of the term of an
Order, Customer has no rights on such Order, or any information
associated with such Order, and that ownership of such Order now
passes on to Parent. Parent and Service Providers may make any
modifications to said Order or any information associated with said
Order. Parent and Service Providers may intercept any
network/communication requests to such Order and process them in any
manner in their sole discretion. Parent and Service Providers may
choose to monetize such requests in any fashion at their sole
discretion. Parent and Service Providers may choose to display any
appropriate message, and/or send any response to any user making a
network/communication request, for or concerning said Order. Parent
and Service Providers may choose to delete said Order at anytime after
expiry upon their sole discretion. Parent and Service Providers may
choose to transfer the ownership of the Order to any third party in
their sole discretion. Customer acknowledges that Parent and Service
Providers shall not liable to Customer or any third party for any
action performed under this clause.
(5) Parent at its sole discretion may allow the renewal of the Order
after Order expiry, and such renewal term will start as on the date of
expiry of the Order, unless otherwise specified. Such process may be
charged separately. Such renewal after the expiry of the Order may not
result in exact reinstatement of the Order in the same form as it was
prior to expiry.
(6) Parent makes no guarantees about the number of days, after
deletion of an Order, after which the same Order will once again
become available for purchase.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL PARENT OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD
PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF
REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS,
OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY
OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF
PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF PARENT AND/OR ITS SERVICE PROVIDERS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM,
BUT NOT LIMITED TO:
(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF
AUTHENTICATION INFORMATION;
(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS
INTERRUPTIONS;
(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA
MISS-DELIVERY;
(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR
MISSTATEMENTS IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED
UNDER THIS AGREEMENT;
(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
If any legal action or other legal proceeding (including arbitration)
relating to the performance under this Agreement or the enforcement of
any provision of this Agreement is brought against Parent by the
Customer, then in no event will the liability of Parent exceed actual
amount paid to Parent by the Customer for the Order in question minus
direct expenses incurred with respect to that Order.
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE
PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARENT
RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO PARENT BY THE
CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE
EVENTS GIVING RISE TO SUCH LIABILITY.
11. INDEMNIFICATION
(1) The Customer, at their own expense, will indemnify, defend and
hold harmless, Parent, Service Providers, and the contactors,
employees, directors, officers, representatives, agents and
affiliates, of Parent, and Service Providers, against any claim, suit,
action, or other proceeding brought against Parent or Service
Providers based on or arising from any claim or alleged claim, of
third parties relating to or arising under this Agreement, Parent
Products provided hereunder or use of the Parent Products, including
without limitation:-
(1) infringement by either the Customer, or someone else using a
Parent Product with the Customer's computer, of any intellectual
property or other proprietary right of any person or entity
(2) arising out of any breach by the Customer of this Agreement.
(3) relating to or arising out of any Order or use of any Order
(4) relating to any action of Parent as permitted by this Agreement
(5) relating to any action of Parent carried out on behalf of Customer
as described in this Agreement
(2) Parent will not enter into any settlement or compromise of any
such indemnifiable claim without Customer's prior written consent,
which shall not be unreasonably withheld.
(3) The Customer will pay any and all costs, damages, and expenses,
including, but not limited to, actual attorneys' fees and costs
awarded against or otherwise incurred by Parent in connection with or
arising from any such indemnifiable claim, suit, action or proceeding.
12. INTELLECTUAL PROPERTY
Subject to the provisions of this Agreement, each Party will continue
to independently own his/her/its intellectual property, including all
patents, trademarks, trade names, domain names, service marks,
copyrights, trade secrets, proprietary processes and all other forms
of intellectual property. Any improvements to existing intellectual
property will continue to be owned by the Party already holding such
intellectual property.
Without limiting the generality of the foregoing, no commercial use
rights or any licenses under any patent, patent application,
copyright, trademark, know-how, trade secret, or any other
intellectual proprietary rights are granted by Parent to the Customer,
or by any disclosure of any Confidential Information to the Customer
under this Agreement.
Customer shall further ensure that the Customer does not infringe any
intellectual property rights or other rights of any person or entity,
or does not publish any content that is libelous or illegal while
using services under this Agreement. Customer acknowledges that Parent
cannot and does not check to see whether any services or the use of
the services by the Reseller under this Agreement, infringes legal
rights of others.
13. OWNERSHIP AND USE OF DATA
(1) Customer agrees and acknowledges that Parent owns all data,
compilation, collective and similar rights, title and interests
worldwide in the OrderBox Database, and all information and derivative
works generated from the OrderBox Database.
(2) Parent and Service Providers and their designees/agents have the
right to backup, copy, publish, disclose, use, sell, modify, process
this data in any form and manner as maybe required for compliance of
any agreements executed by Parent or Service Providers, or in order to
fulfill services under this Agreement, or for any other appropriate
reason.
14. DELAYS OR OMISSIONS; WAIVERS
No failure on the part of any Party to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of
any Party in exercising any power, right, privilege or remedy under
this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise or waiver of
any such power, right, privilege or remedy shall preclude any other or
further exercise thereof or of any other power, right, privilege or
remedy.
No Party shall be deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of such Party; and any such waiver shall not
be applicable or have any effect except in the specific instance in
which it is given.
No waiver of any of the provisions of this Agreement shall be deemed
to constitute a waiver of any other provision (whether or not
similar), nor shall such waiver constitute a waiver or continuing
waiver unless otherwise expressly provided in writing duly executed
and delivered.
15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT
(1) During the period of this Agreement, the Customer agrees that
Parent may:-
(1) revise the terms and conditions of this Agreement; and
(2) change the services provided under this Agreement
(2) Any such revision or change will be binding and effective
immediately on posting of the revision in the Customer Control Panel
or on the Parent Website
(3) The Customer agrees to review the Customer Control Panel and
Parent Website including the agreements, periodically, to be aware of
any such revisions
(4) If the Customer does not agree with any revision, the Customer may
terminate this Agreement according to Section 8(3) of this Agreement
(5) The Customer agrees that, continuing use of the services under
this Agreement following notice of any revision, will constitute as an
acceptance of any such revisions or changes
(6) The Customer shall execute, in a form and manner prescribed by
Parent, a supplementary agreement incorporating the amendments to or
revisions of the Agreement and/or Customer Product Agreement Extension
(7) The length of the term of the substituted agreement will be
calculated as if it is commenced on the date the original Agreement
began and the original Agreement will be deemed terminated.
(8) It will be the Customer's responsibility to communicate any
changes in the agreement and any obligations/duties covered by these
changes to the Customer's Agents / Employees / Authorised
Representatives.
16. CONFIDENTIALITY
All Confidential Information shall be governed by the Confidentiality
Agreement as attached in Appendix 'B'.
17. PUBLICITY
The Customer shall not create, publish, distribute, or permit any
written / Oral / electronic material that makes reference to us or our
Service Providers or uses any of Parent's registered Trademarks /
Service Marks or our Service Providers' registered Trademarks /
Service Marks without first submitting such material to us and our
Service Providers and receiving prior written consent.
The Customer gives Parent the right to recommend / suggest the
Customer's name and details to Customers / Visitors to the Parent
Website, and Prospective Customers and use the Customer's name in
marketing / promotional material with regards to Parent Products.
18. TAXES
The Customer shall be responsible for sales tax, consumption tax,
transfer duty, custom duty, octroi duty, excise duty, income tax, and
all other taxes and duties, whether international, national, state or
local, however designated, which are levied or imposed or may be
levied or imposed, with respect to this Agreement and the Parent
Products.
19. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage
resulting from any cause beyond its reasonable control (a "Force
Majeure Event") including, but not limited to, insurrection or civil
disorder, riot, war or military operations, national or local
emergency, acts or directives or omissions of government or other
competent authority, compliance with any statutory obligation or
executive order, strike, lock-out, work stoppage, industrial disputes
of any kind (whether or not involving either party's employees), any
Act of God, fire, lightning, explosion, flood, earthquake, eruption of
volcano, storm, subsidence, weather of exceptional severity, equipment
or facilities breakages / shortages which are being experienced by
providers of telecommunications services generally, or other similar
force beyond such Party's reasonable control, and acts or omissions of
persons for whom neither party is responsible. Upon occurrence of a
Force Majeure Event and to the extent such occurrence interferes with
either party's performance of this Agreement, such party shall be
excused from performance of its obligations (other than payment
obligations) during the first three months of such interference,
provided that such party uses best efforts to avoid or remove such
causes of non performance as soon as possible.
20. ASSIGNMENT / SUBLICENSE
Except as otherwise expressly provided herein, the provisions of this
Agreement shall inure to the benefit of and be binding upon, the
successors and assigns of the Parties. The Customer shall not assign,
sublicense or transfer its rights or obligations under this Agreement
to any third person(s)/party without the prior written consent of the
Parent.
21. CUSTOMER - CUSTOMER TRANSFER
(1) Parent may transfer the Order of the Customer to another Person,
Organisation or any other Legal entity under the following
circumstances:-
(1) Authorization from the Customer and/or their Agent or Authorized
Representative in a manner prescribed by Parent from time to time;
(2) On receiving orders from a competent Court, Law Enforcement
Agency, or recognized Regulatory body;
(3) Breach of Contract;
(4) Termination of this Agreement;
(5) Parent learns of any such event, which Parent reasonably
determines would lead to Termination of this Agreement, or would
constitute as Breach thereof.
(2) In the above circumstances the Customer shall extend full
cooperation to Parent in transferring the Order of the Customer.
22. DISCLAIMER
THE ORDERBOX, PARENT SERVERS AND ANY OTHER SOFTWARE / API /
SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON
"AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND /
OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE
LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER
EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF,
ORDERBOX OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE
FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR
GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR
THROUGH ORDERBOX OR PARENT SERVERS WILL BE FREE OF INFECTION BY
VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE
PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE
ORDERBOX/PARENT SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR
MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE
FUNCTIONS OR SERVICES PERFORMED BY PARENT AND SERVICE PROVIDERS WILL
BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE
ORDERBOX WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS
AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE,
SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR
ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY
MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY
EXPIRY OF AN ORDER
PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS
TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS
LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS,
ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE,
VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME
JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE
FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.
FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE ORDERBOX, ORDERBOX SERVERS,
PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION /
DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE.
23. ARBITRATION
Any Dispute, including any question regarding the existence, validity
or termination of the Agreement, shall be referred to and finally
resolved by arbitration under the rules of the Singapore International
Arbitration Centre which rules are deemed to be incorporated by
reference in this clause. The number of arbitrators shall be:
(1) three (3) arbitrators, if either Party, by written notice both to
the SIAC and to the other Party, so requests; or
(2) otherwise, one (1) arbitrator,
whose nationality shall be Singaporean.
The seat, or legal place, of arbitration shall be Singapore. The
language to be used in arbitral proceedings shall be English.
24. JURISDICTION & ATTORNEY'S FEES
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of Singapore, applicable therein without
reference to rules governing choice of laws. Subject to Section 23,
any action relating to this Agreement must be brought in a court in
Singapore. Parent reserves the right to enforce the law in the
Country/State/District where the Registered/Corporate/Branch Office,
or Place of Management of the Reseller is situated as per the laws of
that Country/State/District.
If any legal action or other legal proceeding relating to the
performance under this Agreement or the enforcement of any provision
of this Agreement is brought against either Party hereto, the
prevailing Party shall be entitled to recover reasonable attorneys'
fees, costs and disbursements (in addition to any other relief to
which the prevailing Party may be entitled).
25. MISCELLANEOUS
(1) Any reference in this Agreement to gender shall include all
genders, and words importing the singular number only shall include
the plural and vice versa.
(2) There are no representations, warranties, conditions or other
agreements, express or implied, statutory or otherwise, between the
Parties in connection with the subject matter of this Agreement,
except as specifically set forth herein.
(3) The Parties shall attempt to resolve any disputes between them
prior to resorting to litigation through mutual understanding or a
mutually acceptable Arbitrator.
(4) This Agreement shall inure to the benefit of and be binding upon
Parent and the Customer as well as all respective successors and
permitted assigns.
(5) Survival: In the event of termination of this Agreement for any
reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13,
14, 16, 17, 18, 21, 22, 23, 24, 25(3), 25(5), 25(7), 25(11), 26(2) and
all Sections of Appendix A, and all Sections of Appendix B, and all
Sections of Appendix C and any Sections covered separately under a
Survival clause in any Customer Product Agreement Extension shall
survive.
(6) This Agreement does not provide and shall not be construed to
provide third parties (i.e. non-parties to this Agreement), with any
remedy, claim, and cause of action or privilege against Parent.
(7) The Customer, Parent, and its Service Providers are independent
contractors, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, and sales
representative or employment relationship between the parties.
(8) Further Assurances: Each Party hereto shall execute and/or cause
to be delivered to the other Party hereto such instruments and other
documents, and shall take such other actions, as such other Party may
reasonably request for the purpose of carrying out or evidencing any
of the transactions contemplated / carried out, by / as a result of,
this Agreement.
(9) Construction: The Parties agree that any rule of construction to
the effect that ambiguities are to be resolved against the drafting
Party shall not be applied in the construction or interpretation of
this Agreement.
(10) Entire Agreement; Severability: This Agreement, which includes
Appendix A, Appendix B, Appendix C and each executed Customer Product
Agreement Extension constitutes the entire agreement between the
Parties concerning the subject matter hereof and supersedes any prior
agreements, representations, statements, negotiations, understandings,
proposals or undertakings, oral or written, with respect to the
subject matter expressly set forth herein. If any provision of this
Agreement shall be held to be illegal, invalid or unenforceable, each
Party agrees that such provision shall be enforced to the maximum
extent permissible so as to effect the intent of the Parties, and the
validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
If necessary to effect the intent of the Parties, the Parties shall
negotiate in good faith to amend this Agreement to replace the
unenforceable language with enforceable language that reflects such
intent as closely as possible.
(11) The division of this Agreement into Sections, Subsections,
Appendices, Extensions and other Subdivisions and the insertion of
headings are for convenience of reference only and shall not affect or
be used in the construction or interpretation of this Agreement.
(12) This agreement may be executed in counterparts.
(13) Language. All notices, designations, and specifications made
under this Agreement shall be made in the English Language only.
(14) Dates and Times. All dates and times relevant to this Agreement
or its performance shall be computed based on the date and time
observed in the city of the Registered office of the Parent
26. BREACH
In the event that Parent suspects breach of any of the terms and
conditions of this Agreement:
(1) Parent can immediately, without any notification and without
assigning any reasons, suspend / terminate the OrderBox Users' access
to all Parent Products and Services and the OrderBox.
(2) The Customer will be immediately liable for any damages caused by
any breach of any of the terms and conditions of this Agreement.
27. NOTICE
(1) Any notice or other communication required or permitted to be
delivered to Parent under this Agreement shall be in writing unless
otherwise specified and shall be deemed properly delivered, when sent
to Parent's contact address specified in the Customer Control Panel or
on the Parent Website by registered mail or courier. Any communication
shall be deemed to have been validly and effectively given, on the
date of receiving such communication, if such date is a Business Day
and such delivery was made prior to 17:30 hours local time, and
otherwise on the next Business Day.
(2) Any notice or other communication to be delivered to Parent via
email under this agreement shall be deemed to have been properly
delivered if sent to its Legal Contact mentioned in the Customer
Control Panel or on the Parent Website.
(3) Any notice or other communication required or permitted to be
delivered to the Customer under this Agreement shall be deemed
properly delivered, given and received when delivered to email address
or contact address of the Customer in the OrderBox Database.
(4) Other than those notices mentioned in this agreement, Parent is
NOT required to communicate with the Customer in any respect about
services provided under this agreement. As a convenience to the
Customer, Parent may proactively send notices about aspects with
regards to services rendered under this Agreement, however these
notices may be discontinued by Parent at anytime.
APPENDIX 'A'
ACCEPTABLE USAGE POLICIES
This Appendix A covers the terms of access to the OrderBox. Any
violation of these terms will constitute a breach of agreement, and
grounds for immediate termination of this Agreement.
1. ACCESS TO OrderBox
(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION,
temporarily suspend OrderBox Users' access to the OrderBox in the
event of significant degradation of the OrderBox, or at any time
Parent may deem necessary.
(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make
modifications to the OrderBox from time to time.
(3) Access to the OrderBox is controlled by authentication information
provided by Parent. Parent is not responsible for any action in the
OrderBox that takes place using this authentication information
whether authorized or not.
(4) Parent is not responsible for any action in the OrderBox by a
OrderBox User
(5) OrderBox User will not attempt to hack, crack, gain unauthorized
access, misuse or engage in any practice that may hamper operations of
the OrderBox including, without Limitation temporary / permanent slow
down of the OrderBox, damage to data, software, operating system,
applications, hardware components, network connectivity or any other
hardware / software that constitute the OrderBox and architecture
needed to continue operation thereof.
(6) OrderBox User will not send or cause the sending of repeated
unreasonable network requests to the OrderBox or establish repeated
unreasonable connections to the OrderBox. Parent will in its ABSOLUTE
and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable
number of requests or connections.
(7) OrderBox User will take reasonable measures and precautions to
ensure secrecy of authentication information.
(8) OrderBox User will take reasonable precautions to protect OrderBox
Data from misuse, unauthorized access or disclosure, alteration, or
destruction.
(9) Parent shall not be responsible for damage caused due to the
compromise of your Authentication information in any manner OR any
authorized/unauthorized use of the Authentication Information.
(10) Parent shall not be liable for any damages due to downtime or
interruption of OrderBox for any duration and any cause whatsoever.
(11) Parent shall have the right to temporarily or permanently suspend
access of a OrderBox User to the OrderBox if Parent in its ABSOLUTE
and UNFETTERED SOLE DISCRETION suspects misuse of the access to the
OrderBox, or learns of any possible misuse that has occurred, or will
occur with respect to a OrderBox User.
(12) Parent and Service Providers reserve the right to, in their sole
discretion, reject any request, network connection, e-mail, or
message, to, or passing through, OrderBox
2. Terms of USAGE OF OrderBox
(1) Customer, or its contractors, employees, directors, officers,
representatives, agents and affiliates and OrderBox Users, either
directly or indirectly, shall not use or permit use of the OrderBox or
an Order, directly or indirectly, in violation of any federal, state
or local rule, regulation or law, or for any unlawful purpose, or in a
manner injurious to Parent, Service Providers or their Resellers,
Customers and OrderBox Users, or their reputation, including but not
limited to the following activities -
(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in
non-commercial newsgroups, etc.)
(2) Posting a single article or substantially similar articles to an
excessive number of newsgroups (i.e., more than 2-3) or posting of
articles which are off-topic (i.e., off-topic according to the
newsgroup charter or the article provokes complaints from the readers
of the newsgroup for being off-topic)
(3) Sending unsolicited mass e-mails (i.e., to more than 10
individuals, generally referred to as spamming) which provokes
complaints from any of the recipients; or engaging in spamming from
any provider
(4) Offering for sale or otherwise enabling access to software
products that facilitate the sending of unsolicited e-mail or
facilitate the assembling of multiple e-mail addresses ("spamware")
(5) Advertising, transmitting, linking to, or otherwise making
available any software, program, product, or service that is designed
to violate these terms, including but not limited to the facilitation
of the means to spam, initiation of pinging, flooding, mailbombing,
denial of service attacks, and piracy of software
(6) Harassment of other individuals utilizing the Internet after being
asked to stop by those individuals, a court, a law-enforcement agency
and/or Parent
(7) Impersonating another user or entity or an existing
company/user/service or otherwise falsifying one's identity for
fraudulent purposes in e-mail, Usenet postings, on IRC, or with any
other Internet service, or for the purpose of directing traffic of
said user or entity elsewhere
(8) Pointing to or otherwise directing traffic to, directly or
indirectly, any material that, in the sole opinion of Parent, is
associated with spamming, bulk e-mail, e-mail harvesting, warez (or
links to such material), is in violation of copyright law, or contains
material judged, in the sole opinion of Parent, to be threatening or
obscene or inappropriate
(9) Engaging in or solicit illegal activities, or to conduct any other
activity that infringes the rights of Parent, Service Providers or any
other third party
(10) Making foul or profane expressions, or impersonating another
person with fraudulent or malicious intent, or to annoy, abuse,
threaten, or harass that person
(11) Transmitting Unsolicited Commercial e-mail (UCE)
(12) Transmitting bulk e-mail
(13) Being listed, or, in our sole opinion is about to be listed, in
any Spam Blacklist or DNS Blacklist
(14) Posting bulk Usenet/newsgroup articles
(15) Denial of Service attacks of any kind
(16) Excessive use of any web service obtained under this agreement
beyond reasonable limits as determined by the Parent in its sole
discretion
(17) Copyright or trademark infringement
(18) Unlawful or illegal activities of any kind
(19) Promoting net abuse in any manner (providing software, tools or
information which enables, facilitates or otherwise supports net
abuse)
(20) Causing lossage or creating service degradation for other users
whether intentional or inadvertent.
(21) Distributing chain letters
(22) Sending large or multiple files or messages to a single recipient
with malicious intent
(23) Cross-posting articles to an excessive number of, or
inappropriate, newsgroups, forums, mailing lists or websites
(24) Phishing (identity theft), pharming, distribution of virus or
malware, child pornography, Fast Flux techniques, running Botnet
command and control, network attacks, money laundering schemes (Ponzi,
Pyramid, Money Mule, etc.), illegal pharmaceutical distribution
(25) Referencing an OrderBox provided service or an Order within a
spam email
(26) Hosting, transmitting, providing, publishing, or storing illegal
content, including but not limited to the following material,
information, messages, data or images:
(1) libelous or defamatory content
(2) content that violates any privacy right
(3) content which threatens physical harm or property damage
(4) content which is obscene, pornographic, salacious, explicitly
erotic or offensive
(5) content that violates applicable intellectual property laws or
regulations, including but not limited to, the transmission of
copyrighted material or trade secrets and the infringement of patents
and trademarks
(6) content which violates any export, re-export or import laws and
regulations of any jurisdiction
(7) hacker programs or archives, "warez", passwords or "cracks"
(8) internet relay chat servers ("IRCs") IRC bots
(9) any content which Parent in its sole discretion determines as
illegal, unlawful, or otherwise inappropriate
(2) Parent in its sole discretion will determine what constitutes as
violation of appropriate usage including but not limited to all of the
above.
(3) Data in the OrderBox Database cannot be used for any purpose other
than those listed below, except if explicit written permission has
been obtained from Parent:-
1. To perform services contemplated under this agreement; and
2. To communicate with Parent on any matter pertaining to Parent or
its services
(3) Data in the OrderBox Database cannot specifically be used for any
purpose listed below :-
1. Mass Mailing or SPAM; and
2. Selling the data
APPENDIX 'B'
CONFIDENTIALITY
Customer's use and disclosure of Confidential Information is subject
to the following terms and conditions:-
(1) With respect to the Confidential Information, the Customer agree
that:
(1) The Customer shall treat as strictly confidential, and use all
reasonable efforts, including implementing reasonable physical
security measures and operating procedures, to preserve the secrecy
and confidentiality of, all Confidential Information received from
Parent.
(2) The Customer shall make no disclosures whatsoever of any
Confidential Information to others, provided however, that if the
Customer are a corporation, partnership, or similar entity, disclosure
is permitted to the their officers and employees who have a
demonstrable need to know such Confidential Information, provided that
the Customer shall advise such personnel of the confidential nature of
the Confidential Information and of the procedures required to
maintain the confidentiality thereof; and
(3) The Customer shall not modify or remove any confidentiality
legends and/or copyright notices appearing on any Confidential
Information of Parent.
(2) The obligations set forth in this Appendix shall be continuing,
provided, however, that this Appendix imposes no obligation upon the
Customer with respect to information that:
(1) is disclosed with Parent's prior written approval; or
(2) is or has entered the public domain in its integrated and
aggregated form through no fault of the receiving party; or
(3) is known by the Customer prior to the time of disclosure in its
integrated and aggregated form; or
(4) is independently developed by the Customer without use of the
Confidential Information; or
(5) is made generally available by Parent without restriction on
disclosure.
(3) In the event the Customer is required by law, regulation or court
order to disclose any of Parent's Confidential Information, the
Customer will promptly notify Parent in writing prior to making any
such disclosure in order to facilitate Parent seeking a protective
order or other appropriate remedy from the proper authority, at the
Customer' expense. The Customer agree to cooperate with Parent in
seeking such order or other remedy. The Customer further agree that if
Parent is not successful in precluding the requesting legal body from
requiring the disclosure of the Confidential Information, it will
furnish only that portion of the Confidential Information, which is
legally required.
(4) In the event of any termination of this Agreement, all
Confidential Information, including all copies, partial copies of
Confidential Information, copied portions contained in derivative
works, in the Customer' possession shall be immediately returned to
Parent or destroyed. Within 30 (Thirty) days of termination of this
Agreement, the Customer will certify in writing, to Parent the
Customer' compliance with this provision.
(5) The Customer shall provide full voluntary disclosure to Parent of
any and all unauthorized disclosures and/or unauthorized uses of any
Confidential Information; and the obligations of this Appendix shall
survive such termination and remain in full force and effect.
(6) The Customer duties under this Appendix shall expire five (5)
years after the information is received or earlier, upon written
agreement of the parties.
(7) The Customer agrees that Parent shall be entitled to seek all
available legal and equitable remedies for the breach by either of the
Customer of all of these clauses in this Appendix at the cost of the
Customer.
APPENDIX 'C'
PAYMENT TERMS AND CONDITIONS
1. ADVANCE ACCOUNT
(1) Prior to purchasing any Parent Products, the Customer shall
maintain an Advance Account with Parent.
(2) As and when, the Customer purchases Parent Products, the
Customer's Advance Account balance shall be reduced as per the then
current pricing of that Parent Product as mentioned in the Customer
Control Panel or on the Parent Website or during the ordering process.
(3) Parent shall maintain a record of Customer's Advance Account
balance, which shall be accessible by the Customer. If the Customer's
Advance Account balance is insufficient for processing any Order then
that Order may not be processed.
(4) The Advance Account will maintain the Customer Credit in both the
Accounting Currency and Selling Currency of the Parent's choice.
Parent has the right to modify the currency at anytime.
(5) Any negative balance in the Customer's Advance Account will be
immediately payable. If a Customer does not remedy a negative balance
in their account within 24 hours, Parent has the right to terminate
this agreement with immediate effect and without any notice. Upon such
termination or otherwise Parent shall continue to have the right to
initiate any legal proceedings against the Customer to recover any
negative balance in the Customer's Advance Account.
(6) Parent shall have the right to set-off any payment received from
the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer
against any negative balance in the Customer's Advance Account.
(7) Any discrepancy, mistake, error in the credit / debit / amount in
the Customer Transactions / Advance Account maybe corrected by Parent
at anytime
2. PAYMENT TERMS
(1) Parent will accept payments from the Customer only by means
specified in the Customer Control Panel
(2) Parent will credit all payments received to the Customers Advance
Account after deducting all bank charges, processing charges and any
other charges which Parent may choose to levy upon its sole
discretion, within reasonable time of receiving the credit in Parent's
Account. The exchange rate will be determined by Parent through a
reasonable source. The exchange rate determined by Parent shall be
undisputable.
(3) It is the Customer's responsibility to provide the Customer
Username to Parent to be credited for the payment. The absence of the
Customer Username along with reasonable information will delay the
corresponding credit to the Advance Account.
(4) In the event that the Customer charges back a payment made via
Credit Card or the payment instrument sent by the Customer bounces due
to Lack of Funds or any other Reason, then
(1) Parent may immediately suspend OrderBox Users' access to the
OrderBox
(2) Parent has the right to terminate this agreement with immediate
effect and without any notice.
(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete,
suspend, deny, cancel, modify, take ownership of or transfer any or
all of the Orders placed by the Customer, as well as stop / suspend /
delete / transfer any Orders currently being processed.
(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer
all Orders placed by the Customer to any other Customer, or under
Parent's account.
(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy
reasonable additional charges for the processing of the Charge-back /
Payment Reversal in addition to actual costs of the same.
(6) Any negative balance in the Customers Advance Account shall become
immediately payable
(7) Parent shall have the right to initiate any legal proceedings
against the Customer to recover any such liabilities.
3. PRICING TERMS
(1) All pricing in this Agreement as well as every Customer Product
Agreement Extension refers to the price at which the Customer may
Purchase the corresponding Parent Product. This is excluding taxes,
surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with
reasonable notification to the Customer.
4. REFUNDS AND REIMBURSEMENT TERMS
(1) All Clear Balance pending in the Advance Account maybe reimbursed
fully to the Customer, on request of the Customer. Such Request must
be sent to Parent in the manner prescribed by Parent.
(2) All bank charges applicable and a reasonable processing fee will
be deducted from this amount. All Refunds and Reimbursements will take
up to 14 Business Days from the date of receipt of the request, to
process.
(3) Parent will not be responsible for any differences in the
reimbursement amount due to Fluctuation in International Currency
rates. Parent will determine in its sole discretion appropriate
conversion rates for currency exchange
(4) Parent will not refund any amount that has already been debited to
the Customers Advance Account under any circumstances.
(5) Customer acknowledges and accepts that all refunds maybe processed
via a 3rd party payment processing company including but not limited
to Payment Processing Inc, payment agent or any such other channel and
hence the Customer may receive a refund from a different account from
the account the funds were originally sent to. |
