1. Defined Terms
Unless repugnant to the subject or context, the words appearing herein below shall have the meanings as set forth below:
a. "Agreement" shall mean this User Agreement and shall include the User application form duly completed, its attachment(s) and the terms and conditions stated herein and includes the documents incorporated by reference including the Illegal/Prohibited Content, Disclaimer, Warning against Fraud, Contract Form/Bill terms and conditions and such other documents that Company may in its absolute discretion add to the Site from time to time. It shall be deemed to have been executed at Hyderabad.
b. "Banner" means a service offered to a User wherein a graphic image is placed on the Site and used to advertise the product(s) and/or service(s) of the User
c. "Call Me Free" means a service offered to a User on the Site which helps the user to connect with other Users who have subscribed to this service. Using this service, a User who may be a prospective Buyer can call a listed seller on the Site. In order to receive enquiries from prospective buyers, prospective sellers, on the Site, may subscribe to this service by paying money to buy calling time for their prospective buyers. The Company may offer this Service on a trial basis to Users, as well. This service is also commonly referred as CLICK TO CALL.
d. "Company" means MyVerkoper Private Limited, a Company incorporated under the Companies Act, 2013 and having its registered office at 3rd Floor, Plot No 74., Vishwanath Tower, P&T Colony, Trimulgherry, Secunderabad, Hyderabad, Telangana - 500015, India. along with its unit for the Company's site called www.myverkoper.com and where the context so requires, means and includes all MyVerkoper Private Limited's officers, directors, employees and subsidiary, associate and affiliate entities, and/or business entities with whom MyVerkoper Private Limited enters into a partnership or strategic or financial alliance.
e. "Customized Header Catalog" is a subtype of On-line Catalogs that allow the customer to have a catalogue designed to his taste, however the functionalities available on the Catalog are fixed and are a part of the standardized offering.
f. "Date of Commencement" of service i.e. live hosting of product is the date indicating the acceptance of the application by the User to the Service. It shall be specified by the Company in its notice to the User either through email or conventional mail.
g. "Date of Termination" means the date when the User's subscription comes to an end. It shall be specified by the Company in its notice to the User either through email or conventional mail.
h. "E-seller Facility" means a payment gateway service granted by a third party bank or financial institution, and is subscribed by a User either independently or through the Company to facilitate On-line sale of goods through their site or the Online Catalog.
i. "Illegal/Prohibited Content" means the content Hosted on the Site which is either illegal or prohibited by law or both and includes content which has been specifically set forth on the Site as such.
j. "Online Catalog" is a platform wherein a User can showcase its/his products or services Online by posting photographs and ordering information of such product and/or service on the platform. Note: Terms Online Catalog or Online Catalogue both refer to the same product Online Catalog.
k. "Party" or "Party(ies)" means the User and/or the Company in reference to the context.
l. "Registration Data" is the database of all the particulars and information supplied by the User on initial application and subscription, including but not limited to the User's name, telephone number, mailing address, account and email address.
m. "Sensitive Personal Data/Information" means such personal information of a User which consists of information relating to:-
ii. financial information such as Bank account or credit card or debit card or other payment instrument details;
iii. physical, physiological and mental health condition;
iv. sexual orientation;
v. medical records and history;
vi. Biometric information; or
vii. any detail or information relating to the above clauses provided by User.
Provided that, any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as Sensitive Personal Data/ Information for the purposes of the Agreement.
n. "Services" means the Services provided by the Company to the User of the Site and includes the following facilities:
i. Services to the User wishing to post his contact details in the Exporters Yellow Pages and/or other such directory services published in print or in other media by the Company;
ii. Services to the User who wishes to advertise and gain exposure for their business through On-line Catalogs, Site Hosting and Customised Sites, Customized Header Catalog, Call Me Free, ESeller Facility, Dial B2B, Multilingual Catalogs and 10 Page Online Catalog, Trade Leads, Trade Lead Ratings and/or Banners through the Site;
iii. Services to the User who wishes to insert advertisements at the Site;
iv. Services to the User who wishes to credit and financial information to entrepreneurs and/or obtains a credibility or trustworthiness of a User Company including through a Credit Report or a Trust Stamp;
v. Services to the User who wishes to obtain ready to use global tender information of all major global and Indian tenders;
vi. Such other or further services that may be provided by the Company and/or tradeindia.com from time to time.
o. "Site" means www.myverkoper.com and includes any application/link which opens with the Site and unless repugnant to the subject and context thereof includes other applications operated by the Company. p. "User" is defined as a person whether legal or juristic, or any body corporate who makes use of the Site in any manner and includes all individuals and/or corporate members/subscribers who use the Services provided by the Site, whether or not for any payment. The term 'User' includes the User's successors and authorized officials of the User's business who have permission to use the Services on the Site on behalf of the User; and Users that obtain a trial membership to use the Site and User's login as a 'guest' to use the Site. Each registered User is given a unique User ID by the Site.
I (b). Interpretation Number, Gender and Headings
a. For the purposes of this Agreement, the term ‘host, “hosting” or derivatives thereof means and includes hosting, displaying, uploading, modifying, publishing, transmitting, updating and/or sharing of any information.
b. The terms and conditions herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter form. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, the terms "herein", "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement as a whole.
c. Words referring to masculine include the feminine and the singular include the plural and vice versa as the context admits or requires; and words importing person(s) includes individuals, bodies corporate and unincorporated.
d. The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement, the terms and conditions, notices, or the right of use of the Site by the User or any provision hereof in any manner whatsoever.
2. Prohibited Content & Consents
a. The Company DOES NOT permit a User to host, display, upload, modify, publish any information,
transmit, update or share OR provide any services or data, information or any Illegal/Prohibited Content. The User hereby represents and warrants that it shall not display, list, upload, modify, publish any information, data or materials and/or transmit or share anything that:
i. belongs to another person and to which the User does not have any right to;
ii. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic,
libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; iii. harm minors in any way;
iv. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or Illegal/Prohibited items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
v. infringes any patent, trademark, copyright or other proprietary rights of any party;
vi. violates any law for the time being in force;
vii. is a part of a scheme to defraud another User(s) of the Site or for any other unlawful purpose;
viii. deceives or misleads the addressee about the origin of such messages;
ix. communicates any information which is grossly offensive or menacing in nature; x. relates to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secrets or other proprietary rights or rights of publicity or privacy, or any other third party rights; xi. impersonates another person;
xii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and/or codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
xiii. contains any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation;
xiv. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation;
xv. is in contravention of the Information Technology Act, 2000 and any other law for the time being in force;
xvi. opens links directly or indirectly to or include descriptions of goods or services that are prohibited under the prevailing law; or
xvii. Otherwise creates any liability or adverse publicity for the Company.
b. As a condition of use of the Service and the Site, the User warrants that it/they will not use the Site for any purpose that is unlawful or illegal under any law for the time being in force within or outside India or prohibited by these terms, conditions, and notices including both specific and implied. In addition the Site shall not be used in any manner, which could damage, disable, overburden, or impair it or interfere with any other party's use and/or enjoyment of the Site. The User shall refrain from obtaining or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
c. Listing of counterfeits, non-licensed replicas or unauthorized products is strictly prohibited on the site. Further no products can be advertised on the site without explicit permission from the intellectual property right holder. It is clear inter-alia that all third party intellectual property rights are owned by the third party and not MyVerkoper/its users. d. By acceptance of this Agreement and these terms & conditions, the User hereby agrees that it has obtained all requisite consents, licences, approvals and permissions from all requisite governmental and statutory authorities for the goods and services it shall Host on the Site.
2. Agreement between User and Company
a. The User understands that the Company through the Site provides hosting services to its Users. All Content posted on the Site is third party User-generated content which is transmitted and/or hosted on the Site. Company neither originates nor initiates the transmission nor selects the sender and receiver of the transmission, nor modifies the information contained in the transmission.
b. The Site is operated by MyVerkoper Private Limited and its affiliates/associates. The Services are offered to the User conditioned on the acceptance of the User without modification of the terms, conditions, and notices contained herein. Use of the Site by a User constitutes agreement to all such terms, conditions, and notices. If the User does not agree with any part of the Agreement, these terms, conditions and notices, it/they must not use the Services.
c. Most content and some of the features on the Site is made available to Users free of charge. However, the Company reserves the right to terminate access to certain areas or features of the Site to Users at any time with or without giving any reason, with or without notice. The company also reserves the universal right to deny access to particular Users to any/all of its Services and/or content without any prior notice/explanation in order to protect the interests of Company and/or other visitors to the Site. Company reserves the right to limit, deny or create different type access to the Site and its content features with respect to different User(s), or to change any of the features or introduce new features without prior notice.
d. Company reserves the right to list its registered Users on the Site and as well as on other network portals run by the Company, if any. In case a User does not want to be listed on the Site or on any of our network portals, they can communicate the same to us in writing by sending an email to [email protected].
The Company reserves the right to change the terms, conditions, and notices under which the Services are offered, including but not limited to the charges associated with the User of the Services and changes on account of legal and/or statutory amendments. The User is responsible for regularly reviewing these terms and conditions and is advised to regularly check for any amendments or updates to the terms and conditions contained and/or the Agreement. All amendments become effective immediately upon our posting to the Site.
4. Warranties and Disclaimer
a. Company has endeavoured to ensure that all the information on the Site is correct, however Company neither warrants nor makes any representations regarding the accuracy or completeness of any data or information contained on the Site. This Company disclaims any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any User or any other person, arising out of or in connection with the use of the information, data and/or materials contained on the Site.
b. Company does not make any representation or warranty as to the attributes such as for quality, worth, marketability, etc. of the items or services proposed to be sold or purchased by the Users of the Site. The company accepts no liability for any errors or omissions, whether on its behalf or on behalf of third parties, in this regard.
c. Company does not make any representation or warranty as to the attributes to legal title, creditworthiness, identity, etc. of any kind about any product or services offered, displayed or hosted on the Site of its Users except to the extent that a Trust Stamp and/or Credit Report is obtained. The User is advised to independently verify the bona fides of any particular User that it chooses to deal with on the Site.
d. The company undertakes research and investigation through a repute private agency for some of its services. The information report created from such research and investigation is only provided to you as a tool to help your business and/or as an authentication of your existence as a business entity. e. The Company does not collect any Sensitive Personal Data/Information of a User.
f. The company conducts several phone enquiries on its Site to provide the Services, Company, however,
does not have a mechanism to verify the credentials of these enquiries, hence buyers & sellers are advised to exercise due caution in dealing with these enquiries & finalizing business deals. g. The Company provides the Site and Services "as is" and without any warranty or condition, express, implied or statutory and specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. The User expressly agrees that use of the Site is at its own risk.
5. Membership Eligibility
The use of the Site is available only to persons who can form legally binding contracts under applicable law. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Site. A minor i.e. under the age of 18 years, cannot register as a member of the Site. The Company reserves the right to terminate the User membership and may refuse to provide the User with access to the Site if the Company discovers that the User is under the age of 18 years. The Site is not available to persons whose membership has been suspended or terminated by Company unless specifically invited by the Company. If the User is registering as a business entity, the User hereby represents and warrants that the User has the authority to bind the entity to this Agreement.
6. Electronic Communications
a. The User hereby consents to receive communications from the Company electronically. The Company may communicate with the User by email or by posting notices on the Site. The User hereby agrees that all agreements, notices, demands, disclosures and other communications that the Company sends electronically including by posting on Site, satisfy the legal requirement that such communication is in writing.
b. User hereby authorises Company to contact them periodically using mediums like telephone, mailers or any other means, direct or indirect, in regard to their account information, special offers, surveys etc. If a User does not wish to receive calls/other communications from the Company or its employees, they must inform Company in writing by sending an email to [email protected].
c. All calls made to user by the company are periodically recorded for internal training and quality purposes only. All updates done by the user to their data, by visiting the site or through verification mailers are recorded for future reference.
7. Platform for Communication
The Site is also a venue where Users may interact with one another for their transactions. Company is not and cannot be a Party to or control in any manner any transaction between two Users of the Site. Consequently:
a. Company is not responsible for any non-performance or breach of any contract entered into between Users. Company cannot and does not guarantee that the concerned Users will perform any transaction concluded on the Site. Company shall not and is not required to mediate or resolve any dispute or disagreement between Users.
b. The Site is also a channel of communication whereby the Users can reach a large base of persons in the global exim market. The Company is only providing a platform for communication and it is agreed that the contract for the sale of any of the products or services shall be a strictly bipartite contract between the seller and the buyer, respectively. At no time shall the Company have any obligations or liabilities in respect of any such contract. The Company is not responsible for the unsatisfactory or delayed performance of any services and/or delayed delivery of goods or damages or delays as a result of items which are out of stock, back ordered or otherwise unavailable to any User. The Company shall not be liable for any product or services offered on the Site. All goods and Services Hosted on the Site are those of the User(s)/Supplier(s) etc. unless otherwise mentioned therein.
c. The User independently agrees upon the manner and terms and conditions of delivery, payment, insurance etc. with the other registered Users or third parties that it may interact with on the Site.
d. The Site is also a channel of communication whereby the Users can reach a large base of persons in the global exim market. The Company is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the seller and the buyer, respectively. At no time shall the Company have any obligations or liabilities in respect of any such contract. The Company is not responsible for the unsatisfactory or delayed performance of any services and/or delayed delivery of goods or damages or delays as a result of items which are out of stock, back ordered or otherwise unavailable to any User. e. Notwithstanding its reasonable efforts in that behalf, Company cannot control the information provided by other Users which is made available on the Site. The User may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretences.
8. Trade Lead Ratings
The Company encourages Users to 'rate' the companies they do business with on this e-marketplace. Trade lead Ratings are based on actual responses (positive or negative) that Users receive while transacting with various parties. Buyers rate sellers on service and product quality. In turn, sellers rate buyers based on ease of transaction, timely payments etc. The following points should be considered when rating a Trade Leads.
a. Do NOT abuse the Trade Lead Rating system. Abuse of the Trade Lead Rating system includes using the user id of another User or the Users own secondary user ids to raise the Users own Trade Lead rating or lower the rating of another Trade Lead member; or the use of threatening, abusive, racially vilifying discriminatory or profane language. If the User's language is in any way offensive, the offended User can initiate legal proceedings against the User and shall be held liable for the comment. b. The Company reserves the right to delete any rating without prior notice and/or at its sole discretion upon an investigation into the rating. The rating system promotes freedom of expression on Company, however the Company encourage Users to rate other Users singularly based on their experiences while transacting business. The Company shall remove Users feedback only in exceptional circumstances.
c. The Company reserves the right to suspend and reactivate any user id depending on negative or positive ratings of the particular User. Company may also caution Users transacting with buyers/sellers who have been suspended. Once a User is suspended, all live Trade leads of that User will be closed and Trade leads that are loaded shall be deleted as well.
i. The Company reserves the right to suspend and reactivate any user id depending on negative or positive ratings of the particular User. Company may also caution Users transacting with buyers/sellers who have been suspended. Once a User is suspended, all live Trade leads of that User will be closed and Trade leads that are loaded shall be deleted as well.
ii. If the User feels that an unfair rating has been received or if there is any evidence of any abuse of the rating system, please contact the Grievance Officer (Clause 25) of the Company. The Company shall not be held liable under any circumstances for the data or information and/or content of a Trade Lead Rating.
Without limiting other remedies, Company shall remove and disable all such content on the Site; may limit the Users' activity, immediately remove or end the Users listing, warn other Users and immediately temporarily/indefinitely suspend or terminate the User’s membership, and/or refuse to provide the User with access to the Site if:
a. User displays any information, data which is illegal or prohibited by any law for the time being in force including but not limited to the Illegal/Prohibited Content;
b. User is in breach of the User Agreement or the documents it incorporates by reference;
c. Company is unable to verify or authenticate any information the User provides;
d. It is believed that the User actions may cause legal liability for the User, other Users or the Company;
e. A User puts any material into the Site systems which contains any viruses, Trojan horses, worms, time bombs or other computer programming or similar routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information;
f. A User is unable to produce, when asked for by the Company, a certified copy of a consent, licence, approval, permission or similar certification requisite for goods and/or services a User proposes to Host/has Hosted on the Site;
g. Any monies payable by the User to the Company are not paid on the due date; or
h. A complaint is received by the Company from another User or a third party and necessary action to resolve the complaint is not taken within 10 (ten) days by such User.
Company may at any time at its sole discretion reinstate suspended Users. User(s) that has been indefinitely suspended may not register or attempt to register with Company or use the Site in any manner whatsoever until such time that such User is reinstated by Company. Notwithstanding the foregoing, if the User breaches the Agreement or the documents it incorporates by reference, the Company reserves the right to recover any amounts due and owing by the User to Company and to take strict legal action including but not limited to initiating criminal proceedings against the User in this regard.
11. Use of User Information for promotions by Company
a. Company may use the User Information, Data or materials (“Collected Information”) to execute marketing campaigns, promotions or advertising messages on behalf of third parties. The Collected Information does not qualify as Sensitive Personal Data/Information. The Collected Information does not/will not be disclosed to a third party(ies) unless you respond to the marketing, promotion or advertising message sent by such third party(ies). The Collected Information may be transferred, stored, used and processed at any place worldwide by the Company.
b. In case of a merger, amalgamation or a ‘buy-in’ or ‘buy-out’ or a financial or strategic tie-up or similar alliance of/by the Company, the Collected Information may be transferred or assigned to the entity with whom the Company is entering into a merger, amalgamation, ‘buy-in’ or ‘buy-out’, financial, strategic or similar alliance with, as the case may be. If a User objects to this collection and/or transfer/assignment, please do not use the Site.
a. All information and data submitted and/or Hosted by the User shall become the property of the Company. Except for disclosures of the nature set forth herein including in Clause 13, Company shall not release any such data and information without the prior consent of the User.
b. The User has access to only his own data and information stored in the database at the Company (subject to prior confirmation of identity) and nothing more. The User may edit or amend such data and information from time to time provided the terms and conditions and this Agreement are complied with.
c. All confidential information (including name, email address etc.) voluntarily revealed by the User in Member areas, is done at the sole discretion and risk of the User. If such information is collected by a third party using the Site and misused or results in unsolicited messages from such third parties, then such actions are beyond the control of Company and the Company accepts no responsibility or liability whatsoever for such actions.
d. The Company does not require a User to disclose to its employees and/or other User’s any Sensitive Personal/Confidential Information on the Site.
e. The User is cautioned not to reveal any Sensitive Personal/Confidential Information to third parties on the Site.
13. Ownership of Intellectual Property
All copyright and/or know-how and/or any other intellectual property rights in relation to any of the Services of the Company shall become and remain the sole and exclusive property of the Company and the User shall have no claim to the same. In the event the User has contributed to any content in any manner whatsoever on the Site, all intellectual property rights to the same shall become the absolute property of the Company, including all intellectual property rights therein and the User shall have no right or claim over the same. In the event that the User during the term of this Agreement or any time thereafter, uses such intellectual property in any other website or related activity, the same shall be considered as an infringement of the intellectual property rights of the Company and the Company shall have the right to take recourse to such legal remedial action as it is best advised at the risk and costs of the User.
14. Waiver and Severability
The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid and/or determined to be invalid or unenforceable in (whole or in part) by a court of competent jurisdiction, the Parties agree that the Court shall endeavour to give effect to the parties' intentions as reflected in the provision, and all the other provisions of this Agreement shall remain in full force and effect.
15. Limitation of Liability
a. In no event shall the Company be liable for:
i. any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages) arising out of or in connection with the Site, its Services or this Agreement (however arising, including negligence); and/or
ii. any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties or other force majeure condition.
b. The Company, its associates and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the Site or that the operation of the Site will be error-free and/or uninterrupted. All such warranties, representations, conditions and undertakings are hereby excluded.
c. User(s) acknowledge that inability to use the Site wholly or partially for whatever reason may have an adverse effect on its business. The Company assumes no liability whatsoever for any monetary or other damage suffered by the User including on account of any one or more of the following: i. The delay, failure, interruption, or corruption of any data or other information transmitted in connection with the use of the Site or the Services;
ii. The use or inability to use the Site or the Services;
iii. Any interruption or errors in the operation of the Site or the Services;
iv. Any unauthorized access by third parties (or User’s) to data or sensitive Personal Data/Information or other private information of a User;
v. Any false, misleading or incorrect data or information Hosted on Site by a User or false misleading or incorrect statements or conduct of a User;
vi. Any violation of third party rights or claims or demands whatsoever in relation to the products or Services Hosted on the Site;
vii. Any matters relating to Services and/or the Site however arising, including negligence. d. Notwithstanding anything contained herein, the Company's liability in any and all circumstances shall be limited to the lesser of the amount of fees and/or charges paid by the User or Rs. 10,000/- (Indian Rupees Ten Thousand) or the US$ Dollar equivalent thereof. 16. Indemnity Clause
The User admits and acknowledges that:-
i. The Company cannot take responsibility or control the information provided by the Users, which is made available on the site of the Company as the Company has provided information, display of the products of the User on its site in good faith and solely based on representations of the User, which the Company has no reason to disbelieve.
ii. The User shall be solely and exclusively responsible in respect of all or any liability arising out of any sale of any product/services and/or consequent to any display of any product or its description and features as the Company has only provided the link to the User and nothing more.
iii. The Company in no way may be held liable for User-provided information that may turn out to be offensive, harmful, inconsistent, inaccurate, or deceptive.
v. The User has represented that it has all rights in the products and service and the content provided on the Site of the Company in respect of the products or service does not and shall not infringe any applicable law, rules or regulations and does not infringe the trademark, copyright and/or the patents or any other proprietary or any other rights of any third party in the said product or service and such product, service or its content does not contain libellous, tortious, or any unlawful information in any manner whatsoever.
vi. The Company has the right to advise the prospective guest/client to exercise caution and display a disclaimer in respect of the fact that the Company has no liability of any kind or nature whatsoever and is not promoting or endorsing any product or service and that the Company is only giving the uploading rights to the User to upload its product or service and its contents on the Site and that the Company shall not be responsible or liable for the quality, quantity, description, content and/or other information in respect of the product and/or service.
vii. The prospective guest/client may not be registered on the Site of the Company and if an inquiry is sent by the Company to a User listed on the Site of the Company, the Company takes no responsibility about the veracity/ genuineness of the prospective guest/client or its whereabouts and the Company has only in good faith forwarded such inquiry to the User and the Company would not entertain any claims of any kind or nature whatsoever from the User or any other person in connection with any act, deed, thing or any act of omission or commission done or committed by the guest/client.
The User further hereby indemnifies and keeps the Company and its Directors, Managers, officers, employees, representatives and/or any other persons in day to day incharge and management of the Company harmless and indemnified against any costs, damages, liabilities or other consequence of any of the actions taken by any person in respect of any product or service sold or displayed and/or in respect of any contents of the said product including on account of any of the factors mentioned in the foregoing subparagraph (i) to (vii) above.
The User further undertakes that if the Company were to incur any cost/loss/penalty etc. on account of any act or deed of the User or their clients in relation to the display or sale of any product or its contents etc. than the User shall indemnify the Company and its Directors, Managers, officers, employees, representatives and/or any other persons in day to day incharge and management of the Company indemnified and harmless against any such cost/loss penalty etc. The User further undertakes that if the Company is made a party to any of the litigation by any person or in any proceeding initiated by any Government agencies than the User shall indemnify the Company and its Directors, Managers, officers, employees, representatives and/or any other persons in day to day incharge and management of the Company in respect of any cost or expenses incurred in defending any such action and the User shall without demur reimburse the cost, expenses to the Company as is demanded by the Company from the User.
Except as explicitly stated otherwise, all notices to the Company shall be given by the User by postal mail to Legal Department, MyVerkoper PRIVATE LIMITED, Registered office Address: 3rd Floor, Plot No 74., Vishwanath Tower, P&T Colony, Trimulgherry, Secunderabad, Hyderabad, Telangana - 500015, India. or e-mail to - [email protected] (in the case of the Company) or to the email address the User provide during the registration process (in case of the User). Notice shall be deemed given 24 hours after email is sent unless the sending party is notified that the email address is invalid. Alternatively, the Company may give the User notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 (three) days after the date of mailing.
3. Third-Party Content, Sites and Services
a. The Site and content available through the Service may contain features and functionalities that may link or provide the User with access to third-party content which is completely independent of the Site, including web sites, mobile applications, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.
b. User's interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and such organizations and/or individuals. The User should make whatever investigation necessary or appropriate before proceeding with any On-line transaction with any of these third parties.
c. The User agrees that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this Site, or between Users and any third party, the User understands and agrees that the Company is under no obligation to become involved. In the event that the User has a dispute with one or more other Users, the User hereby releases the Company, its Directors, officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service(s).
e. The company offers promotions to the User on the Site & also put efforts in promoting clients & their offered products/services on various popular search engines. Results of promotion on search engines are never guaranteed and it takes considerable time and effort for any results to appear on any search engine. Similarly, any search results appearing on any search engine cannot be removed/withdrawn immediately, it gets removed periodically as per the policy of a search engine on which company or its employees have no control. Every User must immediately advise Company about any Illegal/Prohibited or other such content that appearing on the Site for appropriate legal action.
f. Company works with the principle of serving clients with the best possible & prompt services. However it is important to note that to make any changes requested by Users the Company needs a minimum 24 - 48 business hours on a best efforts basis to deliver the same as per User requirement unless otherwise stated.
2. Relationship of the Parties
It is clarified that there is no agency or/and partnership or/and joint venture or/and employee-employer or/and franchisor-franchisee relationship between the Company and any User.
3. Suspension, Reinstatement and Refunds
a. Without prejudice to any other rights or remedies that may be available to it, the Company may suspend all services provided, remove and/or disable any and all User Hosted data and content and/or limit access rights of a User for a breach or violation as is set forth herein. b. User hereby authorises Company to remove and/or disable User hosted data and/or content or to limit Services to a User against whom a complaint is received, which remain unresolved or is not amicably settled with thirty (30) days of the date of the complaint by the aggrieved User.
c. When the Service subscribed for is suspended without remedy for more than 45 (forty five) days, the Company shall have the option to terminate the membership of the User and the consequences set forth in Clause 23 shall follow.
d. The Company may at its discretion and subject to such terms as it deems proper, reinstate a User and/or User Hosted data and restart a Service
e. A User dissatisfied with a Service may request Company for a refund provided the request is made in writing and addressed to the Grievance Officer in terms of Clause 25. The refunds may be made by the Company after making deductions for work done for the User on creation, designing & promotion etc. or duration of Services used by the User or otherwise.
f. In case, due to whatever reason(s), if an Advertiser asks for cancellation of advertisements, 35% of the amount paid will be deducted by the company as a cancellation charge. Additionally on pro-rata basis deductions from the total amount paid by the Advertiser will be done as per the consumption of advertisement based on the live duration of the given advertisement vis-a-vis total period booked. 4. Termination of Agreement
a. The User hereby agrees that Company, in its sole discretion, has the right (but not the obligation) to delete or deactivate a User account, block its email or IP address from the Site, or otherwise terminate its access to or use of the Service (or any part thereof) and/or the Site immediately and without notice, and remove any content Hosted within the Service/Site, for any reason, including, without limitation, if Company believes that the User has acted inconsistently with this Agreement. Further, the User agrees that the Company shall not be liable whether for refunds or otherwise, to the User or any third-party for any termination of the Users access to the Service. The User agrees that it shall not attempt to use the Service after the Date of Termination.
b. If the Company terminates User(s) membership, User(s) will not have the right to re-enrol or join Site under a new account or name or an alias unless formally invited to do so by the Company. Notwithstanding anything contained herein, no membership charges will be refunded to the User in case of termination. 5. Liabilities upon Termination
a. Without prejudice to any rights or remedies available to the Company, the User shall upon the termination of the Agreement be liable for payment of any balance fees or charges payable until the Date of Termination.
b. The amounts due and payable to the Company by the User upon termination shall be payable within 30 (thirty) days of the Date of Termination.
6. Grievance Redressal
a. For any complaints and grievances, User may contact the Grievance Officer, MyVerkoper PRIVATE LIMITED, having its registered office at 3rd Floor, Plot No 74., Vishwanath Tower, P&T Colony, Trimulgherry, Secunderabad, Hyderabad, Telangana - 500015, India. or email: [email protected]
b. All complaints to the Grievance Officer shall be made in writing giving a detailed description of the complaint/grievance of the User.
c. The Grievance Officer shall redress all complaints within one (1) month from the date of receipt of complaint.
7. Arbitration Clause for Dispute Any dispute or difference of any nature whatsoever arising out of or in relation to this Agreement including in respect of the indemnity clause of this Agreement shall be finally decided by a Sole Arbitrator to be nominated by the Director of the Company (hereinafter referred as "the nominating authority"). The Sole Arbitrator so appointed by the nominating authority shall be a practising Advocate of not less than 5 years in practice or a retired judge of the High Court. The User shall not be entitled to raise any objection to any such Sole Arbitrator appointed by the nominating authority on any ground whatsoever. The arbitration shall be held in accordance with the provisions of the Arbitration & Conciliation Act, 1996 or any other applicable law at the relevant point of time. The language of the arbitration shall be English and the award rendered in arbitration shall be a reasoned award in writing and shall be conclusive and binding on the parties. The venue of arbitration shall be at Hyderabad, India.
8. Governing Law and Jurisdiction
a. This Agreement and any dispute or matter arising out of or in connection with and/or incidental to the use of the Site and/or the Services shall be governed by the laws of India without regard to its conflict of laws provisions.
b. The User and the Company hereby irrevocably submit to the sole and exclusive jurisdiction of the courts at Hyderabad, India.
This document is an electronic record in terms of the Information Technology Act, 2000 and the provisions pertaining to electronic records in various statutes amended by the Information Technology Act, 2000.