This Product Ads Terms and Conditions ("Agreement") contains the terms and conditions that govern your access to and use of the Program (as defined below). "We," "us," "our,"and "Wondarshop" means wondarshop Seller Services Pvt Ltd. "You" and "your" means the applicant. "Product Ads" means any advertisement for a product based on your materials, data, content or product information that is displayed through the Program.
By registering FOR OR using the WONDARSHOP PRODUCT ADS PROGRAM ("PROGRAM"), YOU: (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE
NOT A MINOR). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THISAGREEMENT.
To begin the enrollment process, you may be required to complete the account creation process via the wondarshop Network Property as identified by us. You will at all times comply with the policies, guidelines and terms pertaining to the Program including the Content Guidelines and the Acceptable User Policy on the said wondarshop Network Property and any other notification/updates received on your registered email address from Wondarshop (collectively, "Product Ads Policies").
2. Your Account
If we require you to create an account, as mentioned in Section 1 above, you will be solely responsible for maintaining accurate, current and complete account information, for maintaining the secrecy of any account passwords and for all activities that occur under your account. You will administer the account yourself or designate an account administrator for your account who may access your account. As a participant in the Program, you agree we may send you e-mail updates about the Program and your account.
3. Product Ads
In consideration of the covenants contained herein, you permit us to display the Product Ads on any Wondarshop Network Property, as we may determine in our discretion. We have the sole and exclusive right to determine and regulate the number of Product Ads which may be posted by you within a certain time period on the Wondarshop Network Property. We do not guarantee that your Product Ads will be placed on or made available through any Wondarshop Network Property, nor do we guarantee your Product Ads will appear in any particular position or rank or timeline. Any Wondarshop Network Property may be redesigned or modified at any time. As between you and us, you will be responsible for all obligations, risks and other aspects pertaining to the sale of any products or information or services referred to in your Product Ads, including your communications with the users, order processing, order fulfillment, returns, refunds, recalls, mis-delivery, theft, customer service, collection of transaction taxes, etc. You may provide the preferred manner in which you desire to be contacted while posting your Product Ads. You agree that once your Product Ad appears on the Wondarshop Network Property,Wondarshop has the right to remove the Product Ad at any time after the expiry of a period of 24 (Twenty Four) hours from the time of posting such Product Ad at the sole discretion of Wondarshop, without any liability towards you. In addition, you are solely responsible for (including all obligations, risks, liabilities and other aspects related to): all ad content, URLs and any other information you submit to us in connection with the Program. Notwithstanding anything contained herein, you agree that Wondarshop does not pre screen or approve any Product Ads, and Wondarshop has the sole right and discretion to remove any Product Ad posted by you, without prejudice to any right or remedy available to Wondarshop under law or under this Agreement, at any time if such Product Ad is not in compliance with applicable laws.
"Wondarshop Network Property" means: (a) any website or other online point of presence operated by Wondarshop or any of our affiliated companies; and/or (b) any other website, device, service, feature or online point of presence through which any website of any of our affiliated companies and/or products or services available thereon are syndicated, offered, merchandised, advertised or described.
4. Product Information
You will provide (in a feed/graphical interface format that we require or accept and in accordance with applicable Program Policies) accurate, current and complete information for each of your Product.Ads and will promptly update such information as necessary to ensure it at all times remains accurate, current and complete. You will ensure that the location of the product under the Product Ads is correct and also ensure that the information provided by you under this Agreement will, at all times, comply with the applicable Product Ads Policies and applicable laws. It is your responsibility to
keep back-ups of your product information, and we are not responsible for loss of any product information for any reason. You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, transmit, modify, excerpt, analyze, re-format, create derivative works of and otherwise commercially or non-commercially exploit in any manner, any and all of the product information you submit, and to sublicense the foregoing rights.
5. Program Requirements
You agree that we may use mechanisms that rate, or allow users to rate, your products and/or your performance, and we may make these ratings and feedback publicly available. You agree we may use automated software and other methods to cache, crawl, spider, analyze and examine websites and other properties related to the Program and/or communicate with you through automated or manual channels (including SMSs or e-mails) or verify your details/information provided by you to improve our service and ad quality. You will treat users and customers who reach you via a Product Ad with courtesy and respect during all stages of the buying process. You will not provide any information for, or otherwise seek to list for sale on any Wondarshop Network Property, any products that are prohibited by our Product Ads Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in the Program, including: (a) sending multiple listings of identical products in the same feed/graphical user interface or sending multiple feeds/graphical user interface under different accounts; (b) posting
Product Ads for fictitious products; (c) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (d) collecting any user information from any Wondarshop Network Property or retrieving, extracting, indexing or caching any portion of any Wondarshop website or services or the websites or services of our affiliates, whether through the use of automated applications or otherwise including for any commercial purposes; (e) submitting information that is incorrect, impersonates another person, inappropriate, obscene, defamatory, infringing or unlawful; (f) targeting communications of any kind on the basis of the intended recipient being a user of any Wondarshop Network Property; (g) posting Product Ads which are irrelevant for the local area for which they are posted (h) interfering with the proper working of any Wondarshop Network Property, the Program or our systems; or (i) attempting to bypass any mechanism we use to detect or prevent such activities. In the event that you do not comply with the Program Requirements stated in this Section, the provisions of this Agreement and/or any Product Ads Policies, Wondarshop may, in its sole discretion and without prejudice to any other right it may have under law, suspend your account on Wondarshop Network Property or take any other measures as it may deem fit, without any further liability towards you.
7. Term of the Agreement
The term of this Agreement will begin upon your acceptance of this Agreement and will end when your Product Ad is removed by either party. Each party may terminate this Agreement at any time, with or without cause, by providing notice to the other party as set forth in this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will end, and Sections 4, 5, 7, 9 – 20 will survive termination.
We may modify any of the terms and conditions contained in this Agreement (including the Product Ads Policies) at any time and in our discretion by posting a change notice/revised agreement on Wondarshop Network Property or by sending notice of the change to you at the physical or electronic (e.g. email) address we have on file for you. Modifications may include, for example, changes in the Product Ads Policies. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM FOLLOWING OUR POSTING OR SENDING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE RELEVANT Wondarshop NETWORK PROPERTY OR TO THE RELEVANT ADDRESS WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. We reserve the right to modify or discontinue offering all or any part of the Program at any time without notice.
9. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, association of persons, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
You agree to indemnify, defend and hold harmless us and our affiliates and each of our and their respective officers, directors, employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") which in any way may result from or arise in any manner out of: (a) your participation in the Program; (b) your breach or alleged breach of any
representation, warranty or obligation in this Agreement or the Product Ads Policies; (c) the display of any of your Product Ads; or (d) any website, images, descriptions or other content, materials and information to which your Product Ads link or that are contained in the product information you submit, including any Claim of actual or alleged infringement or misappropriation of any third party's intellectual property rights. Furthermore, if you are an Agent (defined below), you will defend, indemnify and hold harmless us and our affiliates and each of our and their respective officers, directors,
employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of any Claim related to any alleged breach of your representations and warranties set forth in Section 10. At our option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, we may at any time elect to take over control of the defense and settlement of any such Claim). In any event, you may not settle any Claim without our prior written consent.
12. Limitation of Liability
We will not be liable for indirect, special, or consequential damages or any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.
THE PROGRAM, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE PROGRAM, is PROVIDED "AS-IS." YOU USE THE PROGRAM AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE RELEVANT Wondarshop NETWORK PROPERTY, OR ANY FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS
OR ERRORS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING: (A) ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS; (B) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE PROGRAM, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF NON-INFRINGEMENT; (C) ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. YOU EXPRESSLY AGREE THAT Wondarshop WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND ANY USER OR CUSTOMER ON Wondarshop NETWORK PROPERTY WHO DESIRES TO PURCHASE OR PURCHASES A PRODUCT FROM YOU AND THEREFORE, Wondarshop CANNOT IN ANY MANNER BE HELD RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND A CUSTOMER. Wondarshop SHALL NOT TAKE ANY RESPONSIBILITY FOR ANY DISPUTE ARISING BETWEEN YOU
AND A CUSTOMER IN RELATION TO ANY TRANSACTION OR PROCESS OF TRANSACTION.
14. Tax Matters
Any taxes, obligations, liabilities, payments, duties arising out of this agreement shall be borne by you and to your account, and we will not be required to make any payments, or reimbursements, whether in whole or in part, to you.
15. Beta Features
Program features identified as "Beta" or otherwise as being experimental or unsupported ("Beta Features") are provided "AS IS" and your use of them is at your option and risk. Unless we agree otherwise, you may not disclose to any third party any information about Beta Features (including their existence or how to access them) and may not use Beta Features or any information about them for any purpose other than the specific purpose for which they are provided.
16. Confidentiality; Publicity
During the course of your enrollment in the Program, you may receive information relating to us or to the Program that is not known in public domain ("Confidential Information"). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Program; and (c) you will not disclose Confidential Information to any individual, company, or other third party. You may not issue any press release or make any public statement related to the Program, or use our name, trademarks or logo
in any way (including in promotional material) without our prior written consent, or misrepresent or embellish the relationship between us in any way.
You or any of your affiliates may elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials ("Suggestions") to us in connection with or related to any Wondarshop Network Property or the Program (including any related technology or content) either on site-feedback. We will be free to use, disclose, reproduce, modify,sublicense, transfer, distribute and exploit Suggestions in any manner.
18. Password Security
Any password we provide to you may be used only during the Term to use the Program. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must change your password.
This Agreement is governed by the laws of India, excluding its conflicts of law rules. All disputes and differences arising out of or in connection with this Agreement, if not resolved within 15 (fifteen) days through discussion between the parties, shall be referred to the arbitration of 3 (three) arbitrators, 1 (one) nominated by each party, and the third other (the presiding arbitrator) chosen by the 2 (two) arbitrators so nominated. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English and the venue of the arbitration shall be Bangalore Palwal. The arbitrator(s) shall pass a reasoned award in writing within 4 (four) months of the date of the appointment of the presiding arbitrator.You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information, is at all times complete, accurate, and up-to-date. We will send all notices and other communication to you at the e-mail address you specify in your Program account settings or, where applicable, via your account maintenance page. You must send us all notices and other communication relating to Wondarshop, the Program or this Agreement either on site-feedback. Whenever used in this Agreement, unless otherwise specified: (a) the terms "includes", "including", "e.g.", "for example", "for instance", "such as" and other similar terms are deemed to include the term "without limitation"
immediately thereafter;; and (b) the phrases "we may", "we will determine" and other similar terms mean Wondarshop may decide the applicable matter in its sole discretion. 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. In the event of any conflicts between the Product Ads Policies on the relevant Wondarshop Network Property and this Agreement, the Product Ads Policies on the relevant Wondarshop Network Property will prevail. In the event
of any conflict between this Agreement and any other agreements or policies on the relevant Wondarshop Network Property applicable to the subject matter hereof, this Agreement will prevail. This Agreement represents the entire agreement between the parties with respect to the subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
For purposes of this Section: (a) the term "Program Participant" means any person or entity enrolled in the Program by you if you are the Agent (defined below) of that person or entity; and (b) the term "Agent" means an advertising agency or other person or entity who represents Program Participants. If you are an Agent: (u) you represent and warrant that you have been appointed as an agent of Program Participant, that you are duly authorized to execute this Agreement on behalf of Program Participant and have full power and authority to bind Program Participant to all terms and conditions contained herein, and that this Agreement will be enforceable against Program Participant in accordance with its terms; (v) you will, upon our request, provide us written confirmation of the agency relationship between you and Program Participant, including, for example, Program Participant's express acknowledgement that you are its Agent and are authorized to act on its behalf in connection with this Agreement; (w) you will not make any representation, warranty, promise or guarantee about the Program, us or your relationship with us; (x) you will perform your duties pursuant to the Agreement in a professional manner consistent with any requirements we may establish; (y) you will not at any time use information received in connection with the Agreement to conduct any marketing efforts targeted at our existing advertisers and/or Program Participants; and (z) you and Program Participant will be jointly and severally liable for all obligations under this Agreement, and you and Program Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.
Pay with Wondarshop Agreement
Last updated: [30 December 2018]
Welcome to Pay with Wondarshop, a service that allows you to collect payments made online in respect of sale of Your Products, as further described in this Agreement (the "Service(s)"). THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE PAY WITH Wondarshop
SERVICE TERMS AND PROGRAMME POLICIES FOR THE SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE Wondarshop SITE.
As used in this Agreement, "we," "us," and "Wondarshop" means Wondarshop Seller Services . Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between the Programme Policies and these General Terms or the Service Terms, the Programme Policies will govern. If there is any conflict between these General Terms and the Service Terms, the Service Terms will govern.
Unless you have already registered for and are enrolled under the Wondarshop Seller Services Product Ads Agreement, you must complete the registration process to use the Services under this Agreement. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of registration, you must provide us with your (or your business's) legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2.Service Fee Payments
Fee details are described in the Pay with Wondarshop Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the Pay with Wondarshop Service Terms provide otherwise. To use the Services, we may require you to submit valid credit card information from a credit card acceptable by Wondarshop ("Your Credit Card"), as well as valid bank account information for a bank account in your name that is held with a bank located within India ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Services and will update such information as necessary to ensure that it remains accurate and complete at all times. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us. All payments to you will be made to Your Bank Account, via cheque or electronic transfers, or through any other means specified by us. You agree that Wondarshop will not be liable for any failure to make payments to you as a result of incomplete or inaccurate information provided by you with respect to Your Bank Account or any other relevant account information.
In addition to our right to charge payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us against any payments we may make to you, (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt of the invoice; or (c) seek payment by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover
erroneous or duplicate transactions, we reserve the right to obtain reimbursement from you by deducting from any future payments owed to you, charging Your Credit Card, or seeking reimbursement by any other lawful means. Our right to obtain reimbursement from you will not limit your rights to dispute, in good faith dispute, any amounts we maintain are due or payable.If we reasonably conclude based on information available to us that your actions or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with your use of the Services, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you
under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions or performance in connection with the Agreement.
3.Term and Termination
The term of this Agreement will start on the earlier of (a) the date of your completed registration for the Services or (b) the date you began using the Services (the "Effective Date"),and continue until terminated by us or you as provided below "Term"). Either party may terminate or suspend this Agreement or the Services immediately in its sole discretion by prior notice to the other party with or without reason at any time. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 13, 14, and 17 will survive termination. Any terms that expressly survive according to the Pay with Wondarshop Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and license during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use,reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner,
any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Wondarshop Associated Properties. We will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable Wondarshop Site or Services). Nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered, and that you are a resident of India for income tax purposes; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your
rights under this Agreement.
You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment, refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; and (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each
indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
a. a. THE Wondarshop SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS AND USE THE Wondarshop SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY Wondarshop AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES
REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Wondarshop SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
b. b. BECAUSE Wondarshop IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS, IF A DISPUTE ARISES, YOU RELEASE Wondarshop (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8.Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING
TO THIS AGREEMENT, EVEN IF Wondarshop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO Wondarshop IN CONNECTION WITH THE SERVICES AND THE Wondarshop SITE GIVING RISE TO THE CLAIM.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT/CST and issuing VAT/CST invoices/credit memos road permits, way bill, transit form and other statutorily required documentation where required. Wondarshop is not responsible for collecting, remitting or reporting any service tax, VAT/CST or other taxes arising from such sale or sale return. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from you,you will pay such taxes to us.
Wondarshop may issue a tax invoice within 30 days after the end of each month indicating the amount of reimbursements claimed, service fees and applicable taxes leviable thereon on the gross fees.If Wondarshop is required to deduct any income tax or other withholdings on any payments to be made to you, Wondarshop will have the right to deduct the required amounts and pay such amounts to the applicable regulatory authority on your behalf. You will not make any claim against us in respect of any deduction made pursuant to this Section 9
During the course of your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Wondarshop's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your use of the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
12.Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Wondarshop is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
13.Use of Wondarshop Transaction Information
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any Wondarshop Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Wondarshop Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a customer of ours or a user of the Wondarshop Site or the Wondarshop Associated Properties. The terms of this Section do not prevent you from using other information that you acquire without reference to Wondarshop Transaction Information for any purpose, even if such information is identical to Wondarshop Transaction Information, provided that you do not target communications on the basis of the intended recipient being a customer of ours or a user of the Wondarshop Site or Wondarshop Associated Properties.
14.Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Wondarshop Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We reserve the right to determine and control all aspects (including all functionality) of the Services as well as the right to re-design, modify and remove any or all aspects of them. We may amend any of the terms and conditions contained in this Agreement (including the Pay with Wondarshop Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Seller Central/account or on the Wondarshop Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to Your Account and Seller Central/account to understand the current Agreement and Programme Policies and to be sure that the each of the items you offer for sale can be sold using the Services. YOUR CONTINUED USE OF THE SERVICES
AFTER Wondarshop'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Any password generated may be used only during the Term to access Your Account or Seller Central/account (or other tools we provide) to use the Services, including electronically accepting Your Transactions and reviewing your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Bangalore regarding any dispute with Wondarshop relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be
enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreementsubsequently.
Wondarshop retains the right to immediately halt or delay any transaction, prevent or restrict access to the Services, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies. The authoritative language of this Agreement and any subsidiary or associated documentation will be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will govern. You agree we may communicate with you in English during the Term of this Agreement.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your programme application, within Seller Central/account or Your Account, or by any other means specified by us. You may change your e-mail addresses via Your Account. ou must send all notices and other communication relating to your use of the
Services to us by using the applicable Contact Us form.
This Agreement incorporates and you hereby accept the Pay with Wondarshop Service Terms and the applicable Programme Policies, which Wondarshop may modify from time to time. This Agreement along with the Wondarshop Seller Services Product Ads Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Wondarshop, "Affiliate" means solely its Affiliates domiciled in India.
"Agreement" or "Pay with Wondarshop Agreement" means, collectively, the General Terms, the Pay with Wondarshop Service Terms and the applicable Programme Policies.
"Wondarshop Associated Properties" means any website or other online point of presence, other than the Wondarshop Site, through which any Wondarshop Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.
"Wondarshop Site" means www.Wondarshop.com.
"Wondarshop Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from Wondarshop or its Affiliates, or otherwise as a result of
the Agreement, the transactions contemplated hereby or the parties' performance hereunder.
"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Seattle, Washington, United
States of America; Luxembourg; and the Republic of Singapore.
"Content" means copyrightable works and other content protected under applicable Laws.
"Excluded Products" means any products or other items set forth in the excluded products list for the Wondarshop Site or any other Wondarshop Programme Policy that applies to your use of the Services, and
any other products or other items that in Wondarshop's sole discretion are not supported for the Services.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Indian Rupees (INR).
"Order Information" means, with respect to any of Your Products sold through the Wondarshop Site, the order information and other related information that we provide or make available to you.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Programme Policies" means all terms, conditions, policies, guidelines, rules and other information on the Wondarshop Site or on Seller Central/account, including those shown on the "Policies and Agreements" section of Seller Central for the Wondarshop Site or elsewhere in the "Help" section of Seller Central or Your Account.
"Seller Central" means the online portal and tools made available by Wondarshop to you, for your use in managing your orders, inventory and presence on the Wondarshop Site.
"Services" means the term ascribed to the same under the recitals of the Agreement.
"Service Terms" means the service terms specific to the Services set forth herein and made a part of this Agreement upon the date you elect to register for the Services.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Wondarshop may make available to you, for your use in managing your orders, inventory and presence on the Wondarshop Site.
"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Wondarshop or its Affiliates.
"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Service.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and service tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through the Wondarshop Site using the Services.
Pay with Wondarshop Service Terms
Unless defined in these Pay with Wondarshop Service Terms (including the Pay with Wondarshop Definitions), all capitalized terms have the meanings given to them in the Pay with Wondarshop Agreement.
S-1. Your Product Listings and Orders
S-1.1 Products and Product Information. You will provide, in accordance with applicable Programme Policies and in the format we require, accurate and complete Required Product Information for each of Your Products and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Wondarshop Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually
explicit, defamatory, obscene or otherwise unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Wondarshop Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Wondarshop Site. For each item you list on the Wondarshop Site, you will provide to us the state or country from which the item ships.
S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Wondarshop Site in the applicable product categories which are supported for third party sellers generally on the Wondarshop Site, and conduct merchandising and promote Your Products as determined by us (including via the Wondarshop Associated Properties or any other functions, features, advertising, or programs on or in connection with the Wondarshop Site). Wondarshop reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Wondarshop Site. We may use
mechanisms that rate, or allow shoppers to rate, Your Products or your performance as a seller on the Wondarshop Site and Wondarshop may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
S-1.3 Shipping and Handling Charges. You will determine shipping and handling charges through (and subject to) our standard functionality and categorizations for the Wondarshop Site. Your shipping and handling charges will be subject to any shipping and handling charge Programme Policies for the Wondarshop Site. Any amounts paid by the customer for shipping and handling charges will be your proceeds, subject to deduction of applicable charges as may be determined by us. You are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges.
S-1.4 Credit Card Fraud. We will bear the risk of fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Your Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion delay, withhold for investigation, refuse to process, restrict shipping destinations for, stop or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
S-2. Sale, Returns and Refunds
S-2.1 Sale. You will accept and process returns, refunds and adjustments in accordance with these Service Terms and the applicable refund policy you choose amongst the Wondarshop Return Policies made available to you at the time of the applicable order or any other refund policy, which we permit you to set for Your Products (in our sole discretion) and we may inform customers that these policies
apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling, or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of the Pay with Wondarshop Agreement. You will route all return, refund, and adjustment payments through Wondarshop. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined inSection S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid. Further, in the event you do not ship any of Your Products to the customer within 2 days of the Estimated Ship Date, you instruct and authorize us to cancel Your Transaction and process the refund to the customer in connection with Your Transaction.
S-2.2 Returns and Refunds. You will accept and process returns, refunds and adjustments in accordance with these Service Terms and the applicable refund policy you choose amongst the Wondarshop Return Policies made available to you at the time of the applicable order or any other refund policy, which we permit you to set for Your Products (in our sole discretion) and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling, or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of the Pay with Wondarshop Agreement. You will route all return, refund, and adjustment payments through Wondarshop. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid. Further, in the event you do not ship any of Your Products to the customer within 2 days of the Estimated Ship Date, you instruct and authorize us to cancel Your Transaction and process the refund to the customer in connection with Your Transaction.
S-3. Problems with Your Products
S-3.1 S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" (or any successor program) offered on the Wondarshop Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within seven (7) days after request by us, to the extent applicable: (a) proof of delivery of Your Product(s); (b) the Wondarshop order
identification number; and (c) a description of Your Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Pay With Wondarshop Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling
charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Wondarshop) and all associated credit card association, bank or other payment processing, representment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Pay with Wondarshop Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Pay with Wondarshop Subscription Fee" means the fee specified as such on the Pay with Wondarshop Fee Schedule for the Wondarshop Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Pay With Wondarshop Agreement; (y) "Closing Fees"means the applicable fee, if any, as specified in the Pay with Wondarshop Fee Schedule for the Wondarshop Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Wondarshop Site specified on the Pay with Wondarshop Fee Schedule for the Wondarshop Site at the time of Your Transaction, based on the categorization by Wondarshop of the type of product that is the subject of Your Transaction.All taxes or surcharges imposed on fees payable by you to Wondarshop will be your responsibility.
S-5. Sales Proceeds & Refunds.
S-5.1 Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions will be made through the online bank or any other mutually agreed and other means used
to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and will be used for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of Your Products based on the expected period for refunds and chargebacks, or as otherwise may be permitted by applicable Law.
S-5.2 Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us to remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 days. You will not have the ability to initiate or cause payments to be made to you during such 14-day period. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-
2.2, on the next available Designated Day for the Wondarshop Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
S-5.3 In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-6. Control of Site Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Wondarshop Site and the Pay with Wondarshop Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the
Wondarshop Site and the Services and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products on the Wondarshop Site in our sole discretion.
S-7. Effect of Termination
Upon termination of these Pay with Wondarshop Service Terms in connection with the Wondarshop Site, all rights and obligations of the parties under these Service Terms with regard to the Wondarshop Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
S-8. Tax Matters
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty, service tax or other tax or levy that you may be required to remit in connection with such sale.
All payments by Wondarshop to you will be made subject to any applicable withholding taxes under the applicable Law. Wondarshop will retain, in addition to any other amounts it may retain under this Agreement (including its net fees together with any applicable taxes Wondarshop determines it is obligated to charge or collect on the fees), an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to Wondarshop sufficient documents evidencing the deposit of such tax. Upon receipt of the
evidence of deduction of such tax, Wondarshop will remit the amount evidenced in the applicable documentation to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, Wondarshop shall have the right to utilize the retained amount for discharging its tax liability.Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Wondarshop and Wondarshop will provide the necessary support and documentation as may be required by you for discharging your obligations.
Wondarshop may, but will not be required to, obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Wondarshop successfully procures such an order, it will communicate the same to you. In that case, the amounts retained will be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
Pay with Wondarshop Definitions"Wondarshop Refund Policies" means the return and refund policies published on the Wondarshop Site.
"Designated Day" means any particular Business Day of the week designated by Wondarshop on a weekly basis, in its sole discretion, for making remittances to you.
"Eligible Transaction" means means each of Your Transactions for which you have confirmed actual shipment.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Wondarshop Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Wondarshop designates as requiring shipment within two (2) Business Days, two (2) Business Days
after the date on which the relevant order is placed by the customer.
"Payment Date" means, with respect to any of your Transactions, the first Designated Day occurring at least 21 days after the date on which Your Transaction became an Eligible Transaction, provided that we may, in our sole discretion, designate any early Designation Day as the Payment Date or designate additional 7 days for the customer to confirm receipt of shipment to Wondarshop in accordance with our Programme Policies. If Wondarshop chooses to do the latter, the Payment Date will be the first Designated Day occurring 21 days after the date on which Your Transaction became an Eligible
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
"Required Product Information" means, with respect to each of Your Products in connection with the Wondarshop Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Wondarshop may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Wondarshop from time to time); (d) categorization within each Wondarshop product category and browse structure as prescribed by Wondarshop from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Wondarshop published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text,
disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions;(m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Pay with Wondarshop Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Wondarshop Site; (e) Reserves, as may be applicable per this Agreement; (f) Closing Fees, if applicable; and (g) any other applicable fee prescribed under the Programme Policies.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).