AVAILING THE SERVICE OFFERED BY WEBSITE JENGABAZAAR.COM SHALL MEAN THAT THE BENIFIT AGREES WITH THE FOLLOWING TERMS AND CONDITIONS MENTIONED AS UNDER IN THE BENEFIT AGREEMENT
This Benefit Service Agreement (hereinafter referred to as the “Agreement”) is entered between the “Benefit” (You or the entity you are representing) and Jengabazaar.com, (hereinafter referred to as “Jengabazaar”), a website owned by a NSI Jengabazaar (T) Company Limited located in Dar-es-salaam, Gujarat, India.
The Agreement shall put forward the terms and condition that shall govern all the online activities carried out by the Benefit while using the services and technology provided by jengabazaar.com for the term of their association with jengabazaar.com
“Benefit”: Person or any entity who desires to establish an online store for selling products or services using the space provided by jengabazaar, by accepting this agreement’s terms and condition.
“Website Development”: Website development shall mean and include e - commerce Solutions (including the Front End and Back End Tools). The entire technology solution is custom built out using open source technologies available like Linux, Java, MySQL, etc.
“Catalogue management”: Catalogue management shall mean managing the content Management on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload / manage product information on the website). The catalogue is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well.
“Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.
“E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management ; Product and Price Updates, Vendor and Delivery Partner Management, Order Processing and Vendor Fulfillment.
“Payment Gateway Engine”: Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Netbanking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured
“Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.
“Encryption”: Encryption means the 3-D Secure protocol provided by Visa/ Mastercard to enhance the security of internet payments which shall be implemented and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank where in the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).
"Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web.
“Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on the Online Store
“Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, applicable taxes if any.
“Benefit Materials” means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Benefit or its Affiliates to Jengabazaar or its Affiliates.
“Benefit Order” means an order for a Benefit Product initiated through the website or via customers calling the Benefit Telephone Number pursuant to this agreement
“Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer. “Sign-up Fees” shall mean the non-refundable fees payable by the Benefit towards the initial creation of online store.
“Service charge” shall mean the margin per transaction charged by Jengabazaar to the Benefit at the rates agreed to between the parties, upon the sale of product on online store. (i.e. Margin per transaction charge for Benefit Product sold through Jengabazaar or any of its Affiliate website as well as Benefit website. For sale on Jengabazaar site or its affiliate or other sites owned by jengabazaar a separate vendor agreement need to be signed)
Presentation Layer: Jengabazaar will upload few options towards the Presentation Layer as part of the e-commerce platform. The Benefit will be given options to choose the appearance of the Presentation Layer, subject to any technical constraints applicable to the Functionality and Technology of the e-Commerce System; provided that if Benefit wishes to modify the Presentation Layer from its form as of the Launch Date, Benefit may request Jengabazaar to do so via and subject to the Work Order Process.
a. If Benefit owns any product catalog then Benefit shall be solely responsible for the relevant reference numbers of the Products and Benefit shall create, acquire and upload legitimate and accurate Catalogue data. Thereafter, Benefit will be responsible for updating / publishing or maintaining such information and will do so using the Management Tools and data feeds in designated format.
b. Benefit also agrees and acknowledge to share it appropriate content in pre-defined Jengabazaar digital formats (XML, Excel) for listing their products on Jengabazaar or any Affiliate website which are owned, manage, operated by Jengabazaar. Jengabazaar will make the content into suitable format and will put effort in digitizing the product information and will become the joint property of Benefit and Jengabazaar. Benefit will always abide by the product information provided and accepts full responsibility in case of providing incorrect information. Jengabazaar holds all rights to use, display the Benefit and / or the original brand of the product on any and all the website that are owned and operated by Jengabazaar. (Benefit will provide frequent price updates (including discount and promotion information) in pre-agreed digital formats (XML, Excel) with sufficient time for publishing to the Jengabazaar. Website or any Affiliate website which are owned, manage, operated by Jengabazaar. Until a new price update is provided to Jengabazaar, Benefit will abide by the earlier price provided.
c. However, it is specifically clarified for the avoidance of doubts, that data provided by Benefit needs to be legal and authentic. In case of any financial claims or otherwise on Benefit by any third party, in respect of unauthorized / illegal mode for preparing/ sourcing the catalogue / product data, Benefit indemnifies and shall continue to indemnify Jengabazaar against any liability/claims made against the Jengabazaar due to such illegal data provided by Benefit
d. The pricing of Jengabazaar Products shall be the sole prerogative of Jengabazaar Benefit shall display the price details on the website accordingly as provided by Jengabazaar
Benefit will ensure that all products and services offered or sold through the Benefit Website are so offered and/or sold in compliance with all applicable Laws for the time being in force in India.
a. Commencing on the Launch Date and continuing thereafter during the Term of the Agreement, Benefit will be responsible for orders for Designated Products from customers calling the Benefit Telephone Number, and provide telephone and email customer service and other customer care functions for customers shopping for, ordering and/or purchasing Benefit Products through its website and the Benefit Telephone Number. Benefit will be solely responsible for the underlying substantive terms, conditions and policies relating to Benefit Products and the offering, sale, return or replacement thereof (other than with respect to payment fraud issues), including all policies and guidelines relating to tax-related exemptions (e.g. for Benefit Orders by a charitable organization or other tax-exempt Person) and provided that no such terms, conditions or policies may be inconsistent with this Agreement. The parties agree that any telephone expenses that may be incurred for calling and receiving customer calls, shall be solely borne by the Benefit.
b. Benefit may request to Jengabazaar for the customer service support, and then Benefit will have to raise a separate work order Process. Jengabazaar with fifteen (15) after receipt of any work order request (which includes sufficient information) may be accepted or rejected without assigning any reason whatsoever. If accepted by Jengabazaar, then Jengabazaar will provide Benefit with an estimate of the time required, schedule for such Work, and fees to be payable to Jengabazaar in connection therewith.
Fulfillment: During the Term, Benefit will source, pick, pack and dispatch to the applicable addresses, the Benefit Products sold in connection with a Benefit Transaction through its website.
1. Jengabazaar Products Fulfillment: Jengabazaar will be responsible for the fulfillment of all the products that are provided by the Jengabazaar and displayed on benefit website.(i.e. Jengabazaar/Infibeam will use its own packaging material)
2. Benefit Product Fulfillment: Benefit will be solely responsible for the fulfillment of all the products that are uploaded and displayed on the Benefit website. Further jengabazaar will not be liable for any transaction entered or performed on the Benefit website.
3. Reverse Logistics: Benefit will be solely responsible for accepting and processing returns of any Benefit and Jengabazaar Products and will communicate to customers all necessary information for the return of Benefit or Jengabazaar Products which are sold through benefit website. Incase Benefit wishes to use Jengabazaar customer services as specified in this clause.
4. Ownership; Risk of Loss. Benefit will bear the risk and will be responsible for all loss of and/or damage of products at all times which are sold through benefit website. Further Benefit will bear the risk and will be responsible for all the loss of and/ or damage of Products at all times which are sold through Jengabazaar and its Affiliates which are owned, manage and operated by Jengabazaar website
5. Jengabazaarfulfillment services: The Benefit may select to use the following services offered by Jengabazaar for fulfilling orders to its customers.
6. Warehousing services: Jengabazaar at it sole discretion may allow benefit a warehousing services. Benefit will pack and dispatch its own products to specific address of Jengabazaarwarehouse (i.e. Address is provided by Jengabazaar) therefore ownership and the risk of goods during transit lies with the Benefit (i.e. till product is not reaches to end customer). Jengabazaar through its network of couriers agency will delivers the product to the end customer.
By registering under this Program, You represent that You are at least 18 years of age and agree that Your site shall not be engaged in any of the following activities:
Adult goods and services: pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services
Alcohol Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne
Body parts organs or other body parts
Bulk marketing tools email lists, software, or other products enabling unsolicited email messages (spam)
Cable descramblers and black boxes devices intended to obtain cable and satellite signals for free
Child pornography pornographic materials involving minors
Copyright unlocking devices Mod chips or other devices designed to circumvent copyright protection
Copyrighted media unauthorized copies of books, music, movies, and other licensed or protected materials
Copyrighted software unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
Counterfeit and unauthorized goods Replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods.
Drugs and drug paraphernalia illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
Drug test circumvention aids drug cleansing shakes, urine test additives, and related items
Endangered species plants, animals or other organisms (including product derivatives) in danger of extinction
Gaming/gambling lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content
Government IDs or documents fake IDs, passports, diplomas, and noble titles
Hacking and cracking materials manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property
Illegal goods materials, products, or information promoting illegal goods or enabling illegal acts
Miracle cures unsubstantiated cures, remedies or other items marketed as quick health fixes
Offensive goods literature, products or other materials that: a)Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred.
Offensive goods, crime crime scene photos or items, such as personal belongings, associated with criminals
Prescription drugs or herbal drugs or any kind of online pharmacies drugs or other products requiring a prescription by a licensed medical practitioner
Pyrotechnic devices and hazardous materials fireworks and related goods; toxic, flammable, and radioactive materials and substances
Regulated goods air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications
Securities stocks, bonds, or related financial products
Tobacco and cigarettes cigarettes, cigars, chewing tobacco, and related products
Traffic devices radar detectors/jammers, license plate covers, traffic signal changers, and related products
Weapons firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
Wholesale currency discounted currencies or currency exchanges
Live animals
Multi-LevelMarketing collection fees
Matrix sites or sites using a matrix scheme approach
Work-at-home information
Drop-shipped merchandise
Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India
If your application is accepted by Jengabazaar and later it is found that your site is not operating under applicable law (in Jengabazaar’s sole opinion) then Buildbazaar at its sole discretion to terminate your registration of your site under this Agreement with giving any notice.
For avoidance of doubt and notwithstanding anything to the contrary herein, Benefit will indemnify, reimburse and hold Jengabazaar harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “Fulfillment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on Jengabazaar as a result of inventory, packaging, gift wrap and other materials (i) owned by Benefit and/or (ii) sold to customers as contemplated \hereunder; and (b) the primary legal obligation of Benefit.
a. Collection of Payment: Jengabazaar will collect the payment through its designated payment gateway and shall remain the sole property of Jengabazaar only. On all the Payment Gateway aspects, the identity of Jengabazaar shall be mentioned.
b. Jengabazaar shall be responsible for all customer complaints in regards to payment gateway issues and system related errors. All costs and liabilities arising due to the same shall be solely borne by Benefit. Jengabazaar shall not be held liable at any point in time during the subsistence of this Agreement.
c. Credit Card Fraud and Charge-backs: Jengabazaar will put in the best efforts to minimize credit card fraud and charge-backs.andJengabazaar will not be liable for any credit card fraud and charge back.
d. Cash On Delivery Order: Benefit will be solely responsible for the fulfillment of any and all COD order which are displayed as COD by Benefit from the catalogue uploaded by Benefit. Jengabazaar will be responsible for the fulfillment of those COD orders received through Benefit website which are displayed from the Catalogue owned by Jengabazaar only. Jengabazaar will collect all the payment for COD orders and will make the payment to Benefit as mentioned in commercial term clause. Jengabazaar may offer COD facility to the Benefit which the Benefit may avail.
e. Return of COD Orders: Benefit will be fully responsible for all expenses that are incurred for the fulfillment of COD orders. Benefit will reimburse all the charges to Jengabazaar which are incurred by Jengabazaar for the fulfillment of Particular order. (i.e. Jengabazaar will deduct the Return of COD orders or damage product in transit amount, Shipping and packing charges from the final monthly payment).
f. Refund: Jengabazaar may refund the money to customers if Benefit requests to Jengabazaar or Jengabazaar deem fit for such refund to the customer. In case customer’s claims damages or non deliveries product by Benefit, Jengabazaar will inform Benefit about such claims that are received by Jengabazaar in pertinent to Benefit product and services. If Benefit delays in resolving the customer claims, then Jengabazaar may at its sole discretion to decide and remit the customer upon receipt of such request. Jengabazaar does not take any responsibility to ascertain the truth of such a claim. Though in such cases Jengabazaar would use reasonable efforts.
a. Listing fee is waived off for the promotion period as mentioned on the pricing page and after expiry mentioned Maintenance and Hosting Fees will be charged for Silver and Gold Plans. And the Service shall be subject to receipt of timely payments of the Maintenance and Hosting fees (i.e. Said fees needs to be paid by Benefit on or before the 1st of every month)
b. Set-Up Fee. A set-up fee is waived off for Basic, Silver and Gold Plan. For Platinum plan, it shall be subject to discussion between the Benefit and Jengabazaar. In Case of Customize website, Jengabazaar will charge Benefit on the commercial terms that mutually agreed by the Parties (excluding Service Tax) will be paid by Benefit to Jengabazaar (with all mutually agreed functional specifications) for the end customer.
c. Transaction Fees. For each Benefit Transaction, Benefit will pay Jengabazaar a transaction fee ("Transaction Fee") according to the payment cycle post launch date, the Transaction Fee with respect to each Benefit Transaction will be based on the plan mentioned in the following link, and is subject to change. http://www.jengabazaar.com/pricing.
d. Payment Gateway charges\96 Jengabazaar will charge a payment gateway fee of 3% of the transaction amount towards charges paid to the various payment gateway partners. This would be charged only towards prepaid / non-COD orders.
e. Other service charges \96 Jengabazaar reserves the right to charge other charges in case of additional services offered by Jengabazaar, for example Fulfillment services, warehousing, logistics services, social media marketing, search engine optimization and other services as availed by the Benefit. These charges will be explained at the time of providing these services. These services would be provided by third party partners and therefore the responsibility and liabilities arising out of them would lie with them.
f. Maintenance and Hosting Fees- Benefit will pay Jengabazaar a Maintenance and Hosting fees ("Maintenance and Hosting Fee") as per the plan mentioned below.
g. Click Here
h. Other Fees. Benefit will pay Jengabazaar or its designated Affiliate, if applicable, any other fees agreed upon by the Parties, including in connection with the Work Order Process
i. Taxes on Fees Payable by Benefit. Any and all Fees payable by Benefit hereunder are exclusive of all sales, service, use and similar taxes, and Benefit will pay any taxes that are imposed and payable by it on such amounts. All such taxes are the responsibility and for the account of Benefit.
j. Revenue Share from onsite Advertisements. Benefit agrees and acknowledges that any revenues generated from onsite advertisements through the Benefit website shall belong solely to jengabazaar in case of Basic, Silver and Gold plans. Further in case of Platinum plan the revenue shall be mutually decided by the parties. Moreover, in case of the Basic plan Jengabazaar reserves the right to promote, market, display advertise in appropriate size (e.g. pop-ups, links in header, footer, banners, etc) without the consent of the Benefit. Any and all the revenue generated from such promotion, advertisement shall be solely owned by Buildbazaar.
k. Payment Terms : (1) In case of a product of the Benefit sold through the Benefit\92s website then Jengabazaar shall pay to Benefit total Sales value (Web Selling price), less Jengabazaar commission, Transaction Fee, Shipping , payment gateway and all other charges for only fulfilled orders on Bi-Monthly bases (2) In case of Jengabazaar Product sold through the Benefit website then Jengabazaar shall pay Benefit only commission margin mentioned as the Transaction Fee . In respect of the disputed orders, Jengabazaar shall make payment of disputed order amounts, if any, within 15 days of resolution of dispute.
l. Commission Margin: Benefit will share the commission margin as mentioned in commercial terms at the time of payment settlement. In case of Jengabazaar Products that are displayed and sold through benefit Website then Jengabazaar will pay 1% as a commission margin on any and all the products. Jengabazaar will not be liable to pay commission to any of its agents, intermediaries, associates and / or affiliates. Benefit will not be liable to pay any other charges apart from the charges mentioned in commercial terms of Jengabazaar against orders placed on the Benefit\92s website or Jengabazaar\92s website or any affiliate or partner of Jengabazaar site.
a. General Reservations. As between the Parties, Benefit reserves all right, title and interest in and to the Benefit Intellectual Property and, no title to or ownership of any of the Benefit Intellectual Property is transferred or licensed to Jengabazaar or any other Person pursuant to this Agreement. As between the Parties, Jengabazaar reserves all right, title and interest in and to the Jengabazaar Intellectual Property and, except as may expressly be set forth in this Agreement, no title to or ownership of any of the Jengabazaar Intellectual Property is transferred or licensed to Benefit or any other Person pursuant to this Agreement.
b. Benefit shall also not associate its name expressly in any manner with Jengabazaar including that on the Website so developed and managed by Jengabazaar or any business of Jengabazaar without the express consent of Jengabazaar except to the extent that the words "powered by "Infbeam.com" in a small but visible font size and will be displayed on all pages in the footer. However, it is agreed that a link to any of the Jengabazaar website, of whatsoever nature, will be provided on the Benefits URL\92s either embedded in the text "Powered by "Infibeam.com".
c. Benefit Materials. Benefit hereby grants to Jengabazaar a limited, worldwide, non-exclusive, royalty-free and irrevocable right and license during the Term to use, reproduce, adapt, modify, re-format and create other derivative works of, perform, display and distribute any Benefit Materials as reasonably necessary for Jengabazaar to perform as contemplated hereunder, and to sublicense the foregoing right and license to Jengabazaar\92s Affiliates (and any Third Party performing services on behalf of Jengabazaar or any Jengabazaar Affiliate) for this limited purposes of this Agreement in order to enable Jengabazaar to develop and maintain Website and for any purpose as expressed in the agreement. Jengabazaar will make the content into suitable format and will put effort in digitizing the product information and will become the joint property of Benefit and Jengabazaar. Jengabazaar shall inform benefit about any aspects of its performance under this agreement which may be affected, and then Jengabazaar shall not be liable for that aspect anymore.
d. Jengabazaar Materials : Jengabazaar hereby grants to Benefit a limited, worldwide, non-exclusive, royalty-free and irrevocable right and license during the Term to use, perform, display and distribute any Jengabazaar Products solely as reasonably necessary for Benefit to perform as contemplated hereunder, and the foregoing right and license to Benefit for this limited purposes of this Agreement. Benefit undertakes to cease using or having access to such materials immediately, on receipt of any request in writing from Jengabazaar, provided that Benefit shall inform Jengabazaar about any aspects of its performance under this agreement which may be affected, and then Benefit shall not be liable for that aspect anymore.
e. Order placed by any customer on Benefit website, then the customer database generated will become joint property of Jengabazaar and Benefit and both the Parties shall have right to access data at if required on the same during term and on expiry of this agreement.
Any Jengabazaar Intellectual Property provided or otherwise made available to Benefit or its Affiliates may be used by Benefit and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Benefit will not:
a. copy any Jengabazaar Intellectual Property;
b. distribute copies of any Jengabazaar Intellectual Property;
c. odify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Jengabazaar Intellectual Property;
d. use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any Jengabazaar Intellectual Property; or
e. use any Jengabazaar Intellectual Property to act as a consultant, service bureau or application service provider, or to permit remote access to any Jengabazaar Intellectual Property.
a. Restrictions. Except as may be expressly authorized by this Agreement, Benefit will not and will cause its Affiliates to not, without the prior consent of Jengabazaar, engage in, conduct, authorize, assist or encourage any marketing or promotional activities (whether by Benefit, its Affiliates or any Third Party or whether online (e.g., through links or URL redirection) or offline related to or referencing the Jengabazaar.com Site or any Trademarks of Jengabazaar or any of its Affiliates.
b. Benefit Advertising. BBenefit may at its sole discretion decide and spend on Online and Offline advertising including their own physical Stores to promote sale of Benefit Products on its website.
As agreed between the Parties, Benefit will at all times be responsible for securing and maintaining all rights to the Benefit URLs (including maintaining the registration for the Benefit URLs with all required domain name registrars), and will list servers to be identified and maintained by Jengabazaar as the "Primary Domain Servers" and "Secondary Domain Servers" in each of the registrations for the Benefit URLs. Without limiting the foregoing, prior to the Launch Date (or such other time as agreed upon by the Parties), Benefit will cause all URLs and domain names associated with the Existing Benefit Site (including the Benefit URLs) to redirect automatically to the home page or other appropriate page of the website hosted by Jengabazaar as directed. Further, Benefit will grant Buldabazaar the license to Operate URL and resulting transaction their off only during the term of this agreement.
Representations: Jengabazaar represents and warrants to the Benefit that: (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) its execution, delivery and performance of this Agreement, and Benefits' exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound; (c) it will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the website and the shipment, export or delivery of Jengabazaar Products to Foreign Addresses; (d) that the Technology, Contents and/or Jengabazaar Intellectual Property provided or made available in connection with the Website or otherwise to Benefit or its Affiliates in connection with this Agreement, are legitimate and will be sufficient to enable Benefit or any other Person to fulfillany obligation to comply with any applicable Law; or (e) to provide any services or to develop, integrate, implement, suppress or otherwise provide or make available any Functionality except as expressly set forth in this Agreement.
(a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) its execution, delivery and performance of this Agreement, and Jengabazaar\92s exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound; (c) when executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, or by general equitable principles; and (d) it will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the Website, and the shipment, export or delivery of Benefit Products to foreign addresses.
Indemnification Procedure In connection with any Claim described in this Section, the Indemnified Party will: (a) give the Indemnifying Party prompt written notice of the Claim (provided that any delay in notification will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the delay impairs its ability to defend); (b) cooperate reasonably with the Indemnifying Party, at the Indemnifying Party\92s expense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnifying Party to control the defense and settlement of the Claim; provided that the Indemnifying Party may not settle the Claim without the Indemnified Party\92s prior consent, which consent will not be unreasonably withheld. Further, the Indemnified Party at its sole expense may participate in the defense and settlement of the Claim with counsel of its own choosing.
Infringement Claims:- If a Party (the \93Affected Party\94) reasonably suspects that any Content, Trademarks, Technology or other items or materials required to be provided by it or its Affiliates under this Agreement (collectively, \93Materials\94) may infringe or otherwise violate any Intellectual Property Right of any Third Party, or if any such Materials actually infringes or otherwise violates any Intellectual Property Right of any Third Party, then, without limiting any indemnification obligations hereunder but otherwise as the other Party\92s sole and exclusive remedy, the Affected Party may, at its option, do one or more of the following: (a) obtain the right to continue to provide such Materials as required by this Agreement, at no additional cost to the other Party (b) replace or modify such Materials so as to make the same non-infringing, at no additional cost to the other Party; or (c) if the Affected Party determines that options (a) and (b) are not commercially reasonably possible to accomplish, then, notwithstanding any other provision of this Agreement, the Affected Party may, by written notice, elect to cease providing such Materials..Without limiting the foregoing, the Affected Party may immediately cease to use such Materials at its sole discretion, pending receipt of non-infringing replacement Materials or the Affected Party\92s acquisition of necessary rights, and any such cessation of use will not constitute a breach of this Agreement.
Insurance: Benefit will, at its own expense, prior to the Launch Date, obtain, and thereafter throughout the Term, maintain General Liability Insurance
Jengabazaar may at its sole discretion select to display, products uploaded and sold by the Benefit on Jengabazaar and / or any of Jengabazaar affiliate and associate website which are manage owned and operated by Jengabazaar. The Benefit hereby agrees and acknowledges that its products being sold through any of the website agrees to fulfill all the orders received from the respective website on which Benefit products are uploaded and displayed for sale. The liabilities arising out of the sale made on Jengabazaar or / and its affiliates and associates, lie with the Benefit. Jengabazaar will pay the Benefit proceeds from the sale in an identical manner as if the sale has happened on the Benefit\92s URL. Also Jengabazaar will share the Benefit commission structures as describe in the compensation clause of this agreement.
Entire Agreement. This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.
Further Agreements; Consents. Notwithstanding that certain provisions of this Agreement contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or agreement with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party\92s performance of its other obligations under this Agreement
Platform Changes: Subject to Jengabazaar\92s obligations to provide or otherwise make available the Benefit Designated Functionality, any agreed-upon custom Functionality and the Management Tools in accordance herewith, and make available the Online analytics and email applications in accordance herewith, but notwithstanding any other provision of this Agreement, Jengabazaar in its sole discretion will determine the manner, nature and scope of, and may modify, remove from, and/or add to, Functionality and/or Technology used on or in connection with any Jengabazaar Network Site(s), the Management Tools or any Online analytics and email applications(s).
Assignment: Benefit is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without the Jengabazaar prior written consent.
Delegation: Benefit cannot delegate any obligation under this Agreement and Benefit will remain primarily responsible and liable for the performance of such obligations. In addition, Jengabazaar may delegate the performance of any of its obligations under this Agreement to one or more Third Party contractors; provided that in such event Jengabazaar will remain primarily responsible and liable for the performance of such obligations.
Independent Contractors: The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other\92s behalf or in the other' s name.
Personnel: Each Party's personnel are employees, agents or subcontractors of such Party and are not employees, agents or subcontractors of the other Party. Each Party: (a) has exclusive control over its personnel, its labor and employee relations, and its policies relating to wages, hours, working conditions and other employment conditions; (b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel; (c) is solely responsible for all salaries and other compensation of its personnel; and (d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes and assessments in connection therewith. For the avoidance of doubt, neither Party\92s personnel are eligible to participate in any employee benefit plans or other benefits available to the other Party\92s personnel.
No Third Party Beneficiaries. This Agreement is for the benefit of, and will be enforceable by, the Parties only. This Agreement is not intended to confer, and does not confer any right or benefit on any Third Party.
Non-Exclusivity. Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.
Confidentiality. Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedy (except to the extent that the original Party\92s compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. If Jengabazaar makes available any passwords or password-protected areas of any Website or other service (e.g., in connection with the use of any Management Tools), Benefit will use reasonable precautions to maintain the security of such passwords and password-protected areas. If Benefit becomes aware that any such password or password-protected area has been compromised, it will immediately notify Jengabazaar of the same via a telephone number or other contact method (e.g., email address) designated by Jengabazaar for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords.
Press Releases. Benefit will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the Jengabazaar prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by Jengabazaar. In the event Jengabazaar issues any press release without prior approval of the Benefit with regards to this Agreement the same will not be considered as a material breach.
Arbitration: If Parties fails in endeavor to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 shall govern the arbitration proceedings. The arbitration shall be held in Dar-es-salaam, Gujarat. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator appointed by Jengabazaar. Any arbitration award will be final and binding on the parties and the Award shall include allocation of the cost of the Arbitration proceedings Moreover judgment there on may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Dar-es-salaam Gujarat shall alone have jurisdiction in all matters.
Governing Law and Jurisdiction:This agreement shall be construed only in accordance with the laws of India. In respect of all, Claims, matters/disputes arising out of, in connection with or in relation to this Agreement, only the competent Courts at Ahmadabad Gujarat shall have exclusive jurisdiction. No other Court shall have jurisdiction to deal with any dispute or any matter between the parties arising out of this Agreement.
Force Majeure. Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party\92s performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) terminate this Agreement; or (b) extend the Term of this Agreement for a number of days equal to the duration of the affected Party\92s non-performance
Waiver. To be effective, any waiver by a Party of any of its rights or the other Party\92s obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party\92s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
Headings; Construction.
The headings of Sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement. Whenever used in this Agreement, unless otherwise specified, the terms \93includes\94, \93including\94, \93e.g.,\94 \93for example\94 and other similar terms are deemed to include the term "without limitation" immediately thereafter; In resolving any dispute or construing any provision hereunder, there will be no presumptions made or inferences drawn: (y) because one of the Parties (or its representatives) drafted the Agreement; or (z) because of the drafting history of the Agreement; and each Party hereby waives application of, or any rights under, any Law that would require the interpretation of any ambiguities in this Agreement against the Party that drafted it or otherwise based on its drafting history.Notices. Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with jengabazaar.com.
Non Solicitation. The Parties agree that during the term of this Agreement and 24 months thereafter or without the prior written approval of the other party, not to solicit for employment any employees of either party other than through general solicitation for employment among the public.
Survival of provisions. Notwithstanding anything contained herein, the provisions of clauses dealing with products & contents, rights and licenses; representations and warranties; indemnification, infringements, claim; governing law and jurisdiction, dispute resolution arbitration; notices and non solicitation shall survive extinguishment of rights and obligations pursuant to termination of this agreement.
Change in Policy: The Site created and controlled by jengabazaar.com reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the customers or users of the services. You are bound to understand the terms and conditions before accessing to jengabazaar.com and using the service provided by us. Your continuous use of the site after the revising the terms and conditions will be consider as your acceptance of the said revised terms and conditions.
THIS DISCLAIMER WILL BE APPLICABLE TO ANY PERSON VISITING OR ACCESSING JENGABAZAAR.COM\92S WEBSITE OR ANY BENEFIT ACCEPTING THIS AGREEMENT RELATED TO THE SERVICES PROVIDED HEREIN. JENGABAZAAR.COM DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VARACITY OF BENEFIT OR THIRD PARTY SERVICES OR ANY PRODUCT PURCHASED THROUGH BENEFIT ONLINE STORES HOSTED BY JENGABAZAAR. THIS SITE IS PROVIDED BY JENGABAZAAR.COM ON \93AS IS\94 AND \93AS AVAILABLE\94 BASIS. JENGABAZAAR.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED ON THIS SITE, OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF PURCHASE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, JENGABAZAAR.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JENGABAZAAR.COM DOES NOT WARRANT THAT THE SITE, ITS SERVERS, OR EMAIL SENT FROM JENGABAZAAR.COM ARE FREE OF VIRUS OR THEIR HARMFUL COMPONENTS. JENGABAZAAR.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.