Welcome to GOKADDAL Technologies.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR
ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR
ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU
REPRESENT AND GOKADDAL TECHNOLOGIES. BY REGISTERING FOR OR
USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU
REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE
YOU REGISTER FOR OR USE INCONNECTION WITH THE GOKADDAL
As used in this Agreement, “we”,&”us” and “Gokaddal” means the GOKADDAL Technologies company named in the applicable Service Terms.
Conditions of Use GOKADDAL Technologies website (the "website") to you subject to the conditions set out on this page.
Please read these conditions carefully before using the GOKADDAL website. By using the GOKADDAL website, you signify your agreement to be bound by these conditions.
In addition, when you use any current or future GOKADDAL service (eg. Wish List or Marketplace) ("GOKADDAL Service"), you will also be subject to the terms, guidelines and conditions applicable to that GOKADDAL Service. ("Terms"). If these Conditions of Use are inconsistent with such Terms, the Terms will control.
These "Conditions of Use" constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.
• Conditions Relating to Your Use of GOKADDAL
• Notice and Procedure for Making Claims of Infringement
• Notice and Procedure for Notifying GOKADDAL of Objectionable Content
Conditions Relating to Your Use of GOKADDAL
1. Your Account
If you use the website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorized access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else,or if the password is being, or is likely to be, used in an unauthorized manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering. You can access and update much of the information you provided us with in the Your Account area of the website. You agree and acknowledge that you will use your account on the website to purchase products only for your personal use and not for business purposes. Should you wish to order products for business purposes, please create a business account on GOKADDAL/business. GOKADDAL reserves the right to refuse access to the website, terminate accounts, remove or edit content at any time without notice to you.
Please review our Privacy Notice, which also governs your visit to GOKADDAL, to understand our practices. The personal information / data provided to us by you during the course of usage of GOKADDAL will be treated as strictly confidential and in accordance with the Privacy Notice and applicable laws and regulations. If you object to your information being transferred or used, please do not use the website.
3. E-Platform for Communication
You agree, understand and acknowledge that the website is an online platform that enables you to purchase products listed on the website at the price indicated therein at any time from any location. You further agree and acknowledge that GOKADDAL is only a facilitator and is not and cannot be a party to or control in any manner any transactions on the website. Accordingly, the contract of sale of products on the website shall be a strictly bipartite contract between you and the sellers on GOKADDAL.
4. Access to GOKADDAL
We will do our utmost to ensure that availability of the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.
5. Licence for website access
Subject to your compliance with these Conditions of Use and payment of applicable fees, if any, GOKADDAL Technology grants you a limited licence to access and make personal use of this website, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of GOKADDAL Technology and / or its affiliates, as may be applicable. This licence does not include any resale or commercial use of this website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this website or its contents; any downloading or copying of account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools.
This website or any portion of this website (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, distributed or otherwise exploited for any commercial purpose without express written consent of GOKADDAL Technology and / or its affiliates, as may be applicable.
You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GOKADDAL and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" Utilizing GOKADDAL Technology’s or its affiliates' names or trademarks without the express written consent of GOKADDAL Technology and / or its affiliates, as applicable. Any unauthorized use terminates the permission or license granted by GOKADDAL Technology and / or its affiliates, as applicable.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of GOKADDAL as long as the link does not portray GOKADDAL Technology, GOKADDAL, their affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any GOKADDAL logo or other proprietary graphic or trademark as part of the link without express written consent of GOKADDAL Technology and / or its affiliates, as may be applicable.
6. Your Conduct
You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way You understand that you, and not GOKADDAL, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only. You must not use the website for any of the following:
• for fraudulent purposes, or in connection with a criminal offense or other unlawful activity
• to send, use or reuse any material that does not belong to you; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophile or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of UAE, INDIA or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam
• to cause annoyance, inconvenience or needless anxiety
7. Reviews, comments, communications and other content
Users of this website may post reviews, comments and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." In the event a user uses a false e-mail address, impersonates any person or entity, or otherwise misleads as to the origin of any content. GOKADDAL reserves the right (but not the obligation) to remove, refuse, delete or edit any content that in the sole judgement of GOKADDAL violates these Conditions of use and, or terminate your permission to access or use this website.
If you do post content or submit material, and unless we indicate otherwise, you
1. (a) grant GOKADDAL Technology and its affiliates a non-exclusive, royalty-free, irrevocable, perpetual and fully sub license able rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and
2. (b) GOKADDAL Technology and its affiliates and sub licensees the right to use the name that you submit in connection with such content, if they choose.
You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to GOKADDAL Technology, including the execution of deeds and documents, at its request.
You represent and warrant that you own or otherwise control all of the rights to the content that you post or that you otherwise provide on or through the website; that, as at the date that the content or material is submitted to GOKADDAL: (i) the content and material is accurate; (ii) use of the content and material you supply does not breach any applicable GOKADDAL policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory); (iii) the content is lawful. You agree to indemnify GOKADDAL Technology and its affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.
8. Claims against Objectionable Content
Because GOKADDAL lists millions of products for sale offered by sellers on the website and hosts many thousands of comments, it is not possible for us to be aware of the contents of each product listed for sale, or each comment or review that is displayed. Accordingly, GOKADDAL operates on a "notice and takedown" basis. If you believe that any content on the website is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophile or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of UAE, INDIA or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, (" Objectionable Content "), please notify us immediately by following our Notice and Procedure for Making Claims of Right Infringements. Once this procedure has been followed, GOKADDAL will make all reasonable endeavors to remove such Objectionable Content complained about within a reasonable time.
9. Copyright, authors' rights and database rights
All content included on the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of GOKADDAL Technology, its affiliates or its content suppliers and is protected by UAE, INDIA and international copyright, authors' rights and database right laws. The compilation of all content on this website is the exclusive property of GOKADDAL Technology and its affiliates and is protected by laws of UAE, INDIA and international copyright and database right laws. All software used on this website is the property of GOKADDAL Technology, its affiliates or its software suppliers and is protected by UAE, INDIA and international copyright and author' rights laws.
You may not systematically extract/ or re-utilize parts of the contents of the website without GOKADDAL Technology and / or its affiliate's (as may be applicable) express written consent. In particular, you may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization of any substantial parts of this website, without GOKADDAL Technology and / or its affiliate's (as may be applicable) express written consent. You may also not create and/ or publish your own database that features substantial (eg: prices and product listings) parts of this website without GOKADDAL Technology and / or its affiliate's (as may be applicable) express written consent.
10. Intellectual Property Claims
GOKADDAL Technology and its affiliates respect the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, please follow our Notice and Procedure for Making Claims of Right Infringements.
GOKADDAL, GOKADDAL, THE GOKADDALLOGO, AND GOKADDAL.COM, GOKADDAL.AE, and other marks indicated on our website are trademarks or registered trademarks of GOKADDAL.com, Inc. or its subsidiaries (collectively "GOKADDAL"), in the European Union and/or other jurisdictions. GOKADDAL's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of GOKADDAL. GOKADDAL's trademarks and trade dress may not be used in connection with any product or service that is not GOKADDAL's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits GOKADDAL. All other trademarks not owned by GOKADDAL that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by GOKADDAL.
One or more patents apply to the website and to the features and services accessible via the website, including without limitation: US Patent Nos. ….and all corresponding foreign counterparts.
You acknowledge and undertake that you are accessing the services on the website and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the website. You further acknowledge and undertake that you will use the website to order products only for your personal use and not for business purposes. We shall neither be liable nor responsible for any actions or in actions of sellers nor any breach of conditions, representations or warranties by the sellers or manufacturers of the products and hereby expressly disclaim and any all responsibility and liability in that regard. We shall not mediate or resolve any dispute or disagreement between you and the sellers or manufacturers of the products.
We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchant ability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the website. While we have taken precautions to avoid inaccuracies in content, this website, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products on the website. At no time shall any right, title or interest in the products sold through or displayed on the website vest with GOKADDAL nor shall GOKADDAL have any obligations or liabilities in respect of any transactions on the website.
14. Indemnity and Release
You shall indemnify and hold harmless GOKADDAL Technology, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these Conditions of Use or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.
You hereby expressly release GOKADDAL Technology and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/in-actions of the vendors and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.
Use of GOKADDAL is available only to persons who can form a legally binding contract under the UAE rules. If you are a minor i.e. under the age of 18 years, you may use GOKADDAL only with the involvement of a parent or guardian.
16. Other Businesses
Parties other than GOKADDAL Technology and its affiliates may operate stores, provide services, or sell product lines on GOKADDAL. For example, businesses and individuals offer products via Marketplace. In addition, we provide links to the websites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant or endorse the offerings of any of these businesses or individuals, or the content of their websites. GOKADDAL Technology does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties. You can tell when a third-party is involved in your transactions, and we may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other conditions of use.
When you visit GOKADDAL, you are communicating with us electronically. You will be required to provide a valid phone number while placing an order with us. We may communicate with you by e-mail, SMS, phone call or by posting notices on the website or by any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages), from us with respect to your use of the website and/or your order placed on the website.
We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the website.
19. Alteration of Service or Amendments to the Conditions
We reserve the right to make changes to our website, policies, and these Conditions of Use at any time. You will be subject to the policies and Conditions of Use in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed sever able and will not affect the validity and enforce ability of any remaining condition.
20. Events beyond our reasonable control
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
22. Governing law and Jurisdiction
These conditions are governed by and construed in accordance with the laws of UAE, INDIA. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Delhi.
23. Our Details
This website is operated by GOKADDAL Technology.
For the GOKADDAL website, you could contact us by visiting www.gokaddal.com
24. GOKADDAL Software Terms
In addition to these Conditions of Use, the terms found here apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with GOKADDAL Services (the "GOKADDAL Software").
25. Sanctions and Export Policy
You may not use any GOKADDAL Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using GOKADDAL Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including GOKADDAL Software), technology and services.
Notice and Procedure for Making Claims of Right Infringements
If you believe that your rights are being infringed, you may fill out and submit the Notice Form. We respond expeditiously to rights owners and their agents who complete and submit the Notice Form to communicate concerns about any alleged infringement.
Upon receipt of a Notice Form we may take certain actions, including removing information or an item, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in submitting a Notice Form, you grant to GOKADDAL the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding the Notice Form to the parties involved in the provision of the allegedly infringing content. You agree to indemnify GOKADDAL for all claims brought by a third party against GOKADDAL arising out of or in connection with the submission of a Notice Form.
Note on Third Party Seller Listings: Please keep in mind that Third Party Seller listings are merely hosted on GOKADDAL and are posted solely at the direction of Third Party Sellers who may be contacted via their "Seller Information" page, accessible from any of their listings.
ASIN and ISBN-10, Defined: "ASIN" stands for GOKADDAL Standard Item (or Identification) Number and is a ten (10) character identifier. It can be found below any listing under "Product Details". "ISBN-10" stands for International Standard Book Number and is a ten (10) digit identifier that can be found on some book listings under "Product Details".
Important Warning: giving false, misleading or inaccurate information in the Notice Form to GOKADDAL may result in civil and/or criminal liability. You should contact a legal adviser should you have any questions.
If you believe that your rights are being violated by an item or information on the GOKADDAL site, you may fill out and submit the Notice Form (below). This signed form can be sent via E-mail PDF or Fax to the Grievance Officer:
GOKADDALTECHNOLOGIES address as mentioned on the website
(We will accept a signed PDF via e-mail with the subject line "Claim of Infringement" or Fax, unless by prior agreement we have agreed with you for an alternative receipt mechanism).
Please fill out the Notice form using the corresponding numbered paragraphs to frame your communication.
I, user of Gokaddal.com platform state as follows:
1. Contact information:(a) Your and/ or your company's name, address, telephone number and contact email address; (b)The contact mail address and/or name which we will provide to Third Party Sellers (if relevant) so they may contact you to resolve any issues regarding your notification to us. If you do not provide a separate contact email, you authorize us to use the contact information you provide in (1)(a).
2. Listing's ASIN (or ISBN-13 if applicable) and Allegation of Infringed Right:
(a) The listing's ASIN/ISBN-13 number or detailed description of where the information that you claim is infringing your rights is located on the site; if regarding a Third Party Seller listing please also provide the name used to identify the Seller on the site (look for "dispatched and sold by _____" or "by ______" in the listing). (b) A description of your intellectual property right(s) that you claim has/have been infringed (e.g. copyright, trademark or patent) by the information of/for this ASIN/ISBN-13. [REPEAT (2)(a-b) as necessary for multiple items, see example Notice Form here.]
3. Include the following statement: "I have a good faith belief that the portion of the listing(s) described above violate(s) the intellectual property rights owned by the intellectual property owner or its agent, nor is such use otherwise permissible under law."
4. Include the following statement: "I represent that the information in this notification is true and correct and that I am the intellectual property owner or authorized to act on behalf of the intellectual property owner for the rights described above."
5. Sign the Notice Form.
Notice and Procedure for Notifying GOKADDA of Objectionable Content
If you believe that any content on, or advertised for sale on, the website contains any Objectionable Content as defined under Section 8 above, please notify us immediately by copying the Notice to GOKADDAL of Objectionable Content below into your word processor program, complete it in accordance with the instructions set out in the Notice and send a signed copy via E-mail PDF or Fax to the Grievance Officer:
e-mail PDF: support@GOKADDAL
Subject Line: Claim of Objectionable Content
GOKADDAL Technology address mentioned in website
Please note that this procedure is exclusively for notifying GOKADDAL of Objectionable Content on or advertised for sale on the GOKADDAL website. Please provide your address, telephone number, and e-mail address when sending the notice to us.
Important Warning:Giving false, misleading or inaccurate information in the Notice to GOKADDAL may result in civil and/ or criminal liability.
Notice to GOKADDAL of Objectionable Content
In the matter of GOKADDAL
I, user of Gokaddal.com platform says as follows:
1. I refer to the website www.GOKADDAL("the website"). I make this statement in support of my giving GOKADDAL notice that, via the website, it is causing or contributing to the publication of Objectionable Content.
2. The Objectionable Content (delete whichever paragraph is not applicable): (a) appear in a book being sold by GOKADDAL via the website entitled [please state the book name and its author].
The Objectionable Content appear on page [please state the page number(s) where you consider the words constitute Objectionable Content]. OR (b) appear on the website at [please cut and paste the address of the relevant Web page from the website where the Objectionable Content appears].
3. The words/ content that I consider to be Objectionable Content are [please repeat the exact words you are complaining about].
4. This content is Objectionable Content because [please state why you consider the content is Objectionable Content].
5. I understand that this statement may be used in any court proceedings that may arise out of or relating to the Objectionable Content which I have complained about.
Statement of Truth I declare the facts stated above to be true.
Please read the conditions of use carefully before using the GOKADDAL website.
Welcome to GOKADDAL Technologies FZCO
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND GOKADDAL TECHNOLOGIES. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE GOKADDAL TECHNOLOGIES SITE.
As used in this Agreement, "we," "us," and "Gokaddal" means the GOKADDAL Technologies FZCO company named in the applicable Service Terms.
To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Privacy Note
Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the GOKADDAL Technologies that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by GOKADDAL Technologies as well as valid bank account information for a bank account in your name that is with a bank located within your registered address location and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it always remains accurate and complete. 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 (in reimbursement or otherwise). At Gokaddal’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that GOKADDAL Technologies shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.
In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. 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, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with GOKADDAL Technologies concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, charge backs or other claims in connection with the GOKADDAL Technologies, 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 (60) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Gokaddal’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use any and all of Your Materials for the Services or other GOKADDAL Technologies Solution or service, and to sub license the foregoing rights to our Affiliates and operators of GOKADDAL Technologies Associated Properties; provided, however, that 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 Materials (provided you are unable to do so using the standard functionality made available to you via the applicable GOKADDAL Technologies Site or Services); provided further, however, that 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).
Each Party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licenses and authorizations it grants here under; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the Solution ed Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, SOLUTION 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 PSOLUTIONIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF GOKADDAL TECHNOLOGIES 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 GOKADDAL TECHNOLOGIES IN CONNECTION WITH THE PARTICULAR SERVICE AND THE GOKADDAL TECHNOLOGIES GIVING RISE TO THE CLAIM.
Related solution providers will be responsible for Insurance and solution insurance related work.
Your use of Services is subject to Local Tax Policies. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner.
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 / GST, goods and services tax, less or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. GOKADDAL Technologies is not responsible for collecting, remitting or reporting any service tax, VAT / GST, goods and services tax or other taxes arising from such sale. 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 tax and other 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 tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, GOKADDAL Technologies will deduce the location of recipient, the billing details, place of supply and applicable taxes.
If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, GOKADDAL Technologies will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Gokaddal. It is your responsibility as a seller on the GOKADDAL Technologies to choose the most applicable Solution tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the GOKADDAL Technologies.
For reporting transactions undertaken by you on the GOKADDAL Technologies, you should consider the Merchant Tax Report (MTR) made available to you on Seller Central.
In case of any discrepancy in the reporting / returns filed by you and Gokaddal, you agree that you will resolve such discrepancy immediately and indemnify GOKADDAL Technologies against any tax, interest and penalty payable in this regard.
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain Gokaddal's exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in 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, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. 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. You may only use the GOKADDAL Technologies Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).
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.
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. GOKADDAL Technologies 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.
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 GOKADDAL Technologies or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. 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 will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict Solutions or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
Any password we provide to you may be used only during the Term to access Your Account, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review 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 local geography, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of local land govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Gokaddal. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Dubai, UAE. Each party agrees that courts in UAE will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Gokaddal, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assigned is deemed substituted for GOKADDAL Technologies as the party to this Agreement. 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 Agreement subsequently.
GOKADDAL Technologies retains the right to immediately halt 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 Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall 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 shall prevail.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Solutions or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
GOKADDAL Technologies swill provide notice to you under this Agreement by posting changes on or on the applicable GOKADDAL Technologies Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to GOKADDAL Technologies to our Selling Partner Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Notification Preferences page and follow the steps.
You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.
Please continue to use as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed sever-able from these terms and conditions and will not affect the validity and enforce ability of any remaining provisions. This 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 Gokaddal, "Affiliate" means solely its Affiliates domiciled in India.
"GOKADDAL Technologies Associated Properties" means any website or other online point of presence, other than the GOKADDAL Technologies Site, through which any GOKADDAL Technologies Site or Solutions or services available thereon are syndicated, offered, merchandised, advertised or described.
"GOKADDAL Technologies Site" means www.Gokaddal.com / www.gokaddal.ae / www.gokaddal.in
"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Dubai, UAE; Delhi, India; Solution-ed States of America; and the Republic of Singapore.
“Confidential Information" means information relating to us, to the Services or GOKADDAL Technologies customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your Solutions comprising of Solutions sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
"Content" means copyright able works and other content protected under applicable Laws.
"Excluded Solutions" means any Solutions or other items set forth in the excluded Solutions list for the GOKADDAL Technologies or any other GOKADDAL Technologies Program Policy that applies to your use of a Service, and any other Solutions or other items that in Gokaddal's sole discretion are not supported for a Service.
"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, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"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 any of these : INR for India, AED for UAE & Mid East and US $ for rest of the world.
"Order Information" means, with respect to any of Your Solutions sold through the GOKADDAL Technologies Site, the order information and shipping 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.
"Program Policies" means, all policies and program terms provided on the ‘Policies and Agreements’ page.
"Purchase Price" means the total gross amount payable or paid by a customer for Your Solution (including taxes and customs duties).
"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.
"Service" means each of the following services that GOKADDAL Technologies makes available on or in connection with the GOKADDAL Technologies Site: the Selling on GOKADDAL Technologies Service, Fulfillment by GOKADDAL Technologies Service and GOKADDAL Technologies Advertising.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protect able 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 protect able 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 GOKADDAL Technologies may make available to you, for your use in managing your orders, inventory and presence on the GOKADDAL Technologies Site.
"Your Materials" means all Technology, Your Trademarks, Content, Required Solution Information, data, materials, and other items provided or made available by you or your Affiliates to GOKADDAL Technologies or its Affiliates.
"Your Solution" means any Solution that is made available for listing for sale, offered for sale or sold by you through the Selling on GOKADDAL Technologies Service and/or fulfilled or otherwise processed through the Fulfillment by GOKADDAL Technologies Service in connection with Your Account, or made available for advertising by you through GOKADDAL Technologies Advertising.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell Solutions, other than physical stores.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services 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 Solutions 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. Also, as it is used in the Fulfillment by GOKADDAL Technologies Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by GOKADDAL Technologies or any of its Affiliates in connection with or as a result of: (a) the Hosting of inventory, packaging, Your Solutions and other materials owned by you and stored by Gokaddal; or (b) the fulfillment, shipping, gift wrapping or other actions by GOKADDAL Technologies to Your Solutions pursuant to the Fulfillment by GOKADDAL Technologies Service Terms.
"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 Solution specific information or materials.
"Your Transaction" means any sale of Your Solution(s) through the GOKADDAL Technologies Site.
Selling via GOKADDAL Technologies Service Terms
The Selling on GOKADDAL Technologies Service ("Selling on Gokaddal") is a Service that allows you to list Solutions for sale directly via the GOKADDAL Technologies Site. Selling on GOKADDAL Technologies is operated by GOKADDAL Technologies Seller Services Private Limited. These Selling on GOKADDAL Technologies Service Terms are part of the GOKADDAL Technologies Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Gokaddal. BY REGISTERING FOR OR USING SELLING ON GOKADDAL, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON GOKADDAL TECHNOLOGIESSERVICE TERMS. Unless defined in these Selling on GOKADDAL Technologies Service Terms (including the Selling on GOKADDAL Technologies Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.
S-1. Your Solution Listings and Orders
S-1.1 Solutions and Solution Information. You will, in accordance with applicable Program Policies, provide accurate and complete Required Solution Information for each Solution that you make available to be listed for sale through the GOKADDAL Technologies Site 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 Solutions (including packaging) and your offer and subsequent sale of any of the same on the GOKADDAL Technologies Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the GOKADDAL Technologies Site, any Excluded Solutions; or provide any URL Marks for use, or request that any URL Marks be used, on the GOKADDAL Technologies Site. For each item you list on the GOKADDAL Technologies Site, you will provide to us the state or country from which the item ships.
S-1.2 Solution Listing; Merchandising; Order Processing. We will list Your Solutions for sale on the GOKADDAL Technologies Site in the applicable Solution categories which are supported for third party sellers generally on the GOKADDAL Technologies Site on the applicable Selling on GOKADDAL Technologies launch Date, and conduct merchandising and promote Your Solution in accordance with the Business Solutions Agreement (including via the GOKADDAL Technologies Associated Properties or any other functions, features, advertising, or programs on or in connection with the GOKADDAL Technologies Site). GOKADDAL Technologies reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the GOKADDAL Technologies Site. We may use mechanisms that rate, or allow customers to rate, Your Solutions and/or your performance as a Provider on the GOKADDAL Technologies Site and GOKADDAL Technologies 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. For Seller-Fulfilled Solutions, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the GOKADDAL TechnologiesSite and further subject to any shipping and handling charge Program Policies for the GOKADDAL TechnologiesSite. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Gokaddal- Fulfilled Solutions, GOKADDAL Technologies will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfillment by GOKADDAL Technologies service Terms.
S-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by GOKADDAL Technologies Service Terms (if applicable to you), for the GOKADDAL Technologies Site for which you decide to register or use the Selling on GOKADDAL Technologies Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Solutions, and source and sell your Gokaddal- Fulfilled Solutions, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the GOKADDAL Technologies Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Solutions in a commercially reasonable manner and ship each of Your Solutions on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the GOKADDAL Technologies Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Solutions throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to GOKADDAL Technologies information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all Solutions made available for listing for sale here under; (i) include an order-specific packing slip within each shipment of Your Solutions; (j) identify yourself as the seller of the Solution on all packing slips or other information included with Your Solutions and as the Person to which a customer may return the applicable Solution; and (k) not send customers emails confirming orders or shipments of Your Solutions (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Solutions in a format and manner reasonably acceptable to us). For Gokaddal- Fulfilled Solutions, if any, the Fulfillment by GOKADDAL Technologies Service Terms will apply to the Hosting, fulfillment and delivery of such Gokaddal- Fulfilled Solutions.
S-2.2 Returns and Refunds. For all of Your Solutions that are not fulfilled using Fulfillment by Gokaddal, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the GOKADDAL Technologies Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Solutions. 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 Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through Gokaddal. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Solution), and you will reimburse us for all amounts so paid. For all of Your Solutions that are fulfilled using Fulfillment by Gokaddal, the GOKADDAL Technologies Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable GOKADDAL Technologies Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Solution), 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.
S-3. Problems with Your Solutions
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, mis delivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Solutions, 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. Notwithstanding the previous sentence, for Gokaddal- Fulfilled Solutions, if any, the Fulfillment by GOKADDAL Technologies Service Terms will apply to non-delivery, mis delivery, theft or other mistake or act in connection with the fulfillment and delivery of those of Your Solutions. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Solutions. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Solutions.
S-3.2 A-to-z Guarantee and Charge backs. If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the GOKADDAL Technologies Site, or other dispute, relating to the offer, sale or fulfillment of Your Solution(s) (other than a charge back) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, charge back, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related charge backs or refunds to the extent payable by us.
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on GOKADDAL Technologies Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on GOKADDAL Technologies Subscription Fee" means the fee specified as such on the Selling on GOKADDAL Technologies Fee Schedule for the GOKADDAL Technologies 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 Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling on GOKADDAL Technologies Fee Schedule for the GOKADDAL Technologies Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the GOKADDAL Technologies Site specified on the Selling on GOKADDAL Technologies Fee Schedule for the GOKADDAL Technologies Site at the time of Your Transaction, based on the categorization by GOKADDAL Technologies of the type of Solution that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Gokaddal- Fulfilled Solutions. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to GOKADDAL Technologies 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 shall 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 the Reserve will be used only for the purpose of settling the future claims of customers in the event of non- fulfillment of delivery to the customers of your Solutions keeping in mind the period for refunds and charge backs.
S-5.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will 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 calendar days. You will not have the ability to initiate or cause payments to be made to you. 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 GOKADDAL Technologies 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.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you. "Designated Day" means any particular Business Day of the week designated by GOKADDAL Technologies on a weekly basis, in its sole discretion, for making remittances to you.
"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Solutions), less: (a) the Referral Fees due for such sums; (b) any Selling on GOKADDAL Technologies Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the GOKADDAL Technologies Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for GOKADDAL Technologies Site), if applicable; and (h)tax collected at source under applicable Law.
S-5.3. In the event that we elect not to recover from you a customer's charge back, 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. Gokaddal’s Marketplace, Websites and Services
GOKADDAL Technologies has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any Solution or listing on the GOKADDAL Technologies Site or the GOKADDAL Technologies Associated Properties, and all aspects of each Service, including your use of the same. GOKADDAL Technologies may assign any of these rights or delegate any of its responsibilities.
S-7. Tax Matters
In addition to the General Terms, you agree that, the price stated by you for Your Solutions is inclusive of all taxes including VAT/GST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by GOKADDAL Technologies in advance in writing.All payments by GOKADDAL Techno logiest o you shall be made subject to applicable withholding taxes under applicable Governing Laws. GOKADDAL Technologies will retain, in addition to its net fees together with any applicable taxes that GOKADDAL Technologies determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Gokaddal.
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory time lines. GOKADDAL Technologies shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. GOKADDAL Technologies will have right to reject the claim if the claimed amount does not match with service fees invoices. GOKADDAL Technologies shall maintain the right to recover any excessive claims paid to you.
GOKADDAL Technologies has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case GOKADDAL Technologies successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall 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.
Selling on GOKADDAL Technologies Definitions
"Gokaddal- Fulfilled Solutions" means any of Your Solutions that are fulfilled using the Fulfillment by GOKADDAL Technologies Service.
"GOKADDAL Technologies Refund Policies" means the return and refund policies published on the GOKADDAL Technologies Site.
"Estimated Ship Date" means, with respect to any of Your Solutions, 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/Solution data feed for Your Solution on the GOKADDAL Technologies Site; or (b) if you do not specify shipping availability information in such inventory/Solution data feed or Your Solution is in a Solution category that GOKADDAL Technologies designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the GOKADDAL Technologies Site but that we do not honour or support (but only until such time as we honour or support the same on the GOKADDAL Technologies Site); or (b) make available solely to third parties that either (i) purchase Solutions solely for resale and who are not end users of such Solutions (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.
"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
"Required Solution Information" means, with respect to each of Your Solutions in connection with the GOKADDAL Technologies Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as GOKADDAL Technologies 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 GOKADDAL Technologies from time to time); (d) categorization within each GOKADDAL Technologies Solution category and browse structure as prescribed by GOKADDAL Technologies from time to time; (e) digitized image that accurately depicts only Your Solution and does not include any additional logos, text or other markings (and that complies with any GOKADDAL Technologies 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 Solution; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such Solution that a customer should be aware of prior to purchasing the Solution; (j) brand; (k) model; (l) Solution 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 Solution that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished Solutions, Harmonized System of Nomenclature / Service Accounting Code).
"Seller-Fulfilled Solutions" means any of Your Solutions that are not fulfilled using the Fulfillment by GOKADDAL Technologies Service.
"Selling on GOKADDAL Technologies Launch Date" means the date on which we first list one of Your Solutions for sale on the GOKADDAL Technologies Site.
"Shipment Information" means, with respect to any of Your Solutions, 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 Solution as the date before which specified information regarding such Solution (e.g., title of a book) should not be disclosed publicly, or such Solution 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, dot com, net, or com).
"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on GOKADDAL Technologies only.
Fulfillment by GOKADDAL Technologies Service Terms
Fulfillment by GOKADDAL Technologies("FBA") provides fulfillment and associated services for Your Solutions. FBA is operated by GOKADDAL Technologies Seller Services Private Limited.
These FBA Service Terms are part of the GOKADDAL Technologies Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE FBA SERVICE TERMS. Unless defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
F.1. Your Solutions
Once you are accepted into FBA, you must apply to register each Solution you sell that you wish to include in the FBA program in connection with the GOKADDAL Technologies Site. You may not include any Solution in the FBA program which is a FBA Excluded Solution for the GOKADDAL Technologies Site you wish to register Your Solution with. We may refuse registration in FBA of any Solution in connection with the GOKADDAL Technologies Site, including on the basis that it is an FBA Excluded Solution or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Solutions from FBA in connection with the GOKADDAL Technologies Site.
F.2. Solution and Shipping Information
You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Solutions registered in FBA (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Solutions in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F.3. Shipping to GOKADDAL Technologies
F.3.1., for the GOKADDAL Technologies Site you register Solutions in connection with, such Solutions will be delivered to customers anywhere glob all. You will ship Solutions to us in accordance with applicable Program Policies for the GOKADDAL Technologies Site Your Solutions are registered in connection with. You will ensure that: (a) all Solutions are properly packaged for protection against damage and deterioration during shipment and Hosting; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Solutions comply with Gokaddal's label ling and other requirements. You will be responsible for all costs incurred to ship the Solutions to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and GOKADDAL Technologies will not pay any shipping costs except as provided in Section F-3.2. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Solutions to a Site Fulfillment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If GOKADDAL Technologies is listed on any import documentation, GOKADDAL Technologies reserves the right to refuse to accept any Solutions covered by the import documents and any costs assessed against or incurred by GOKADDAL Technologies will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labeled Solution, we may return the Solution to you at your expense (pursuant to Section F-7).
F.3.2. You will not deliver to us any Unsuitable Solution, and we may refuse to accept any shipment (including any Unsuitable Solution). We may return or dispose of or destroy any Unsuitable Solution as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Solution creates a safety, health or liability risk to Gokaddal, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Solution within thirty (30) days after we notify you that the Solution has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Solution within sixty (60) calendar days after we notify you that we are in possession of it. In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Solutions.
We will provide Hosting services as described in these FBA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Solutions by identifying the number of Solutions stored in any Site Fulfillment Centre. We will not be required to physically mark Solutions. If there is a loss of or damage to any Solutions while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailey or ware houseman, and your only right or remedy that you may have as a bail or. The replacement value is inclusive of any VAT/GST/good and services tax (as applicable) and if the replacement value is subject to VAT/GST/goods and services tax, you agree to provide a valid VAT/GST/goods and services tax invoice to Gokaddal. In consideration of payment of the replacement value, the title in such Solutions will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Solutions in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Solutions. At all other times, you will be solely responsible for any loss of, or damage to, any Solutions. Our confirmed receipt of delivery does not: (a) indicate or imply that any Solution has been delivered free of loss or damage, or that any loss or damage to any Solution later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Solutions of Your Solution(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and Hosting of your inventory in the Site Fulfillment Centers in accordance with Section 14, and you will comply with any of these restrictions or limitations.
We will ship Solutions from our inventory of Your Solutions in connection with the GOKADDAL Technologies Site to the shipping addresses in India included in valid customer orders. We may ship Solutions together with Solutions purchased from other merchants.
F.6. Customer Returns
F.6.1. We will receive and process returns of any GOKADDAL Technologies Fulfillment Solutions in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies for the GOKADDAL Technologies Site. Any Sell able Solutions registered in connection with the GOKADDAL Technologies Site that are also GOKADDAL Technologies Fulfillment Solutions and that are properly returned will be placed back into the inventory of Your Solutions in the FBA Program for the GOKADDAL Technologies Site. We may fulfil customer orders for Your Solutions in connection with the GOKADDAL Technologies Site with any GOKADDAL Technologies Fulfillment Solutions returned in connection with the GOKADDAL Technologies Site. Except as provided in Section F-7, you will retake title of all Solutions that are returned by customers.
F.6.2. Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any GOKADDAL Technologies Fulfillment Solution that is returned to us and that we determine is an Unsuitable Solution as provided in Section F-7. Without limitation of our rights under Section F-7.4, we may elect to return or dispose of or destroy that Unsuitable Solution as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Solution within sixty (60) calendar days after we notify you of the Unsuitable Solution.
F.6.3. You will be responsible for all tax obligations including but not limited to VAT/GST, sales, service and goods and services taxes as result of any returns.
F.7. Returns to You and Disposal
F.7.1. You may, at any time, request that Solutions be returned to you. We may, with notice, return Solutions to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfillment Centre is located (or, at Gokaddal's sole discretion, your designated shipping address within India. If the address we have for you in connection with the GOKADDAL Technologies Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Solution(s) will be deemed abandoned and we may elect to dispose of or destroy the Solution(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal.. For all Solutions that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Solutions back to you. You are also solely responsible for dealing with clearing the Solutions from any check posts.
F.7.2. You may, at any time, request that we dispose of or destroy Solutions. In this case, we may dispose of or destroy these Solutions as appropriate based on the inventory. Subject to Section F.4 above, title to each disposed or destroyed Solution will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Solution, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Solution.
F.7.3. You will promptly notify us of any recalls or threatened recalls of any of Your Solutions and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Solutions (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these Solutions).
F.7.4. Disposal of Unsuitable Solutions. In the event any GOKADDAL Technologies Fulfillment Solution is returned to our Site Fulfillment Centre on account of being an Unsuitable Solution, then we may, without limiting any of our other rights under this Agreement (including as described in Section F.3.2), (a) dispose of or destroy such Solution in case you fail to remove such Solution from our Site Fulfillment Centre within a period of sixty (60) days from the date we notify you that its removal is required, for instance because your use of FBA is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Solution if: (i) we determine that such Solution has no replacement value; (ii) we determine that the Solution creates a safety, health or liability risk to Gokaddal, our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Solutions.
You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Solutions to and from Site Fulfillment Centers. You will be solely responsible for clearing any goods held up at any check posts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
F.9. Customer Service
F.9.1. We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to GOKADDAL Technologies Fulfillment Solutions. We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any GOKADDAL Technologies Fulfillment Solution and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Program Policies for the applicable GOKADDAL Technologies Site). Except as provided in this Section F-9 regarding any GOKADDAL Technologies Fulfillment Solutions, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/GST related customer service inquiries including but not limited to pricing and tax obligations including but not limited to VAT/GST, sales, service and goods and services taxes invoices and credit memos.
F.9.2. In situations relating to GOKADDAL Technologies Fulfillment Solutions where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by GOKADDAL Technologies as covered under the Program Policies causing such damage or loss we will, at our option for any GOKADDAL Technologies Fulfillment Solution (i) ship a replacement Solution to the customer and pay you the applicable replacement value for the replacement Solution or (ii) process a refund to the customer and pay you the replacement value for the Solution. Any customer refund will be processed in accordance with the Selling on GOKADDAL Technologies Service Terms. Notwithstanding the terms of the Selling on GOKADDAL Technologies Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on GOKADDAL Technologies Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F-9.2 you will be responsible for all costs associated with any replacement or return.
F.9.3. If we provide a replacement Solution or refund as described in the preceding sentence to a customer and that customer returns the original Solution to us, we will be entitled to dispose of /destroy the Solution pursuant to Section F-7, or, if it is a Sell able Solution, we may, at our option, place such Solution back into your inventory in accordance with Section F-6. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Solution. Any replacement Solution shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Solution from you to the customer via the GOKADDAL Technologies Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
F.10.1. Fees. You will pay us the applicable fees (including Hosting, fulfillment, removal and disposal fees) set out in the GOKADDAL Technologies Site. You will be charged the Hosting Fees beginning on the day (up to midnight) that the Solution arrives at the Site Fulfillment Centre and is available for fulfillment by GOKADDAL Technologies(or in the case of any Unsuitable Solution, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such Solution or a request from you to return or dispose of or destroy the Solution; or (b) the day (up to midnight) we actually ship the Solution to your designated return location or dispose of or destroy the Solution.
F.10.2. Shipping and Gift Wrap. For any GOKADDAL Technologies Fulfillment Solutions we will determine the amounts charged to the customer for shipping and gift wrap services for the Solutions that we fulfil through the FBA Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/GST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.
F.10.3. Taxes on Fees Payable to Gokaddal. In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:
(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to GOKADDAL Technologies belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Gokaddal; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by GOKADDAL Technologies in case of any changes.
GOKADDAL Technologies reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize GOKADDAL Technologies to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to GOKADDAL Technologies upon request. GOKADDAL Technologies reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Gokaddal.
All payments by GOKADDAL Technologies to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. GOKADDAL Technologies will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to GOKADDAL Technologies sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, GOKADDAL Technologies will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, GOKADDAL Technologies 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 GOKADDAL Technologies and GOKADDAL Technologies shall provide necessary support and documentation as may be required by you for discharging your obligations. GOKADDAL Technologies has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case GOKADDAL Technologies successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall 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 source.
Any taxes applicable in addition to the fee payable to GOKADDAL Technologies shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.
F.10.4. Registration of Fulfillment Centers for VAT / GST / goods and services tax: GOKADDAL Technologies understands and agrees that you would be required to register the Site Fulfillment Centers wholly or partly as your place of business from a VAT / GST / goods and services tax regulations perspective. GOKADDAL Technologies shall issue a no-objection certificate as required to enable you to register the Site Fulfillment Centers as your additional place of business from a VAT / GST / goods and services tax regulations perspective. GOKADDAL Technologies shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified GOKADDAL Technologies and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfillment Centers) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while GOKADDAL Technologies would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfillment Centers as your principal place of business but only as an additional place of business.
In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Solutions (whether or not title has transferred to us, and including any Solution that we identify as yours pursuant to Section F-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.
You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge GOKADDAL Technologies and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or un accrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; SOLUTION LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, HOSTING OR SHIPMENT OF YOUR SOLUTIONS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F.14. Effect of Termination
Your termination rights are set out in Section 3 of this Agreement. Following any termination of the Business Solutions Agreement or these FBA Service Terms in connection with the GOKADDAL Technologies Site, we will, as directed by you, return to you or dispose of or destroy the Solutions registered in connection with the GOKADDAL Technologies Site as provided in Section F-7. If you fail to direct us to return or dispose of or destroy the Solutions within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Solutions in whole or in part, as provided in Section F-7, and you agree to such action. Upon any termination of these FBA Service Terms in connection with the GOKADDAL Technologies Site, all rights and obligations of the parties under these FBA Service Terms with regard to the GOKADDAL Technologies Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-11, F-12, F-13 and F-14 with respect to Solutions received or stored by GOKADDAL Technologies as of the date of termination will survive the termination.
F.15. Tax Matters
You understand and acknowledge that storing Solutions at the Site Fulfillment Centers may create a tax presence for you in the applicable territory in which the Site Fulfillment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such Hosting. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold GOKADDAL Technologies and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these FBA Service Terms and agree to pay any of these over to GOKADDAL Technologies promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/GST, service, sales and goods and services taxes on shipments to these addresses where appropriate.
F.16. Additional Representation
In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Solutions and all necessary rights to distribute the Solutions and to perform under these FBA Service Terms; (b) you will deliver all Solutions to us in new condition (or in such condition otherwise described by you in the applicable Your Solution listing) and in a merchantable condition; (c) all Solutions and their packaging will comply with all applicable marking, labeling and other requirements required by Law; (d) no Solution is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Solutions will strictly adhere to all applicable Laws (including any Law applicable to any territory where Solutions are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).
"GOKADDAL Technologies Fulfillment Solutions" means Solutions fulfilled using FBA that are sold through the GOKADDAL Technologies Site. For avoidance of doubt, if you have successfully registered for both FBA and Selling on GOKADDAL Technologies for the GOKADDAL Technologies Site, then the term "GOKADDAL Technologies Fulfillment Solutions" and the defined term "Gokaddal- Fulfilled Solutions" in the Selling on GOKADDAL Technologies Service Terms both refer to the same items.
"FBA Excluded Solution" means, with respect to the GOKADDAL Technologies Site you register Solutions in connection with, any Solution that is an Excluded Solution, or is otherwise prohibited by the GOKADDAL Technologies Site.
"Sell able Solution" means a Solution that is not an Unsuitable Solution.
"Seller Agreement" means the Selling on GOKADDAL Technologies Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Gokaddal) between you and us that permits you to list and sell Solutions via the GOKADDAL Technologies Site.
"Shipping Information" means with respect to any purchased Solution(s), the following information: the name of the recipient, the shipping address, the quantity of Solutions to be shipped, and any other shipping-related information we may reasonably request.
"Site Fulfillment Centre(s)" means the fulfillment centre(s) designated or used by GOKADDAL Technologies to store and fulfill Solutions in connection with a particular GOKADDAL Technologies Site.
"Solution" means a Solution of Your Solution that you deliver to GOKADDAL Technologies in connection with the FBA Program in connection with the GOKADDAL Technologies Site.
"Unsuitable Solution" means a Solution: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with GOKADDAL Technologies before shipment or do not match the Solution that was registered; (c) that is an FBA Excluded Solution or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Program Policies); or (d) that GOKADDAL Technologies determines is otherwise unsuitable.
GOKADDAL Technologies Advertising Service Terms
The GOKADDAL Technologies Advertising Service Terms govern your use of GOKADDAL Technologies Advertising, a Service that allows you to advertise your Solutions. The GOKADDAL Technologies Advertising Service Terms apply to your use of the Ad Services.
Your use of the Ad Services (as defined in the GOKADDAL Technologies Advertising Agreement) is governed by the GOKADDAL Technologies Advertising Agreement. You accept the GOKADDAL Technologies Advertising Agreement, which may be updated from time to time by GOKADDAL Technologies in accordance with its terms. The GOKADDAL Technologies Advertising Agreement is available at https://advertising.Gokaddal.in/terms. In the event of any conflict between the General Terms or Program Policies and the GOKADDAL Technologies Advertising Agreement with respect to the Ad Services, the GOKADDAL Technologies Advertising Agreement will prevail to the extent of the conflict. If the GOKADDAL Technologies Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.
Selling Partner API Terms
API-1 Description of the Selling Partner APIs
The “Selling Partner APIs” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access GOKADDAL Technologies Transaction Information and your Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop software or a website that interfaces with the Selling Partner APIs or the API Materials (an “Application”), you must register as a Developer.
We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner APIs solely for the purpose of supporting your business on Gokaddal. All terms and conditions applicable to the Selling Partner APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.
API-2 License and Related Requirements
We grant you a limited, revocable, non-exclusive, non- sub license able, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner APIs or the API Materials (the “Selling Partner API Specifications”), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner APIs or the API Materials (the “GOKADDAL Technologies Network”).
API-2.2 License Restrictions.
You may authorize Developers to access your Materials through the Selling Partner APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sub license, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner APIs.
API-2.3 No License for Direct Access.
For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner APIs may only be licensed to Developers.
API-2.4 Account Identifiers and Credentials.
You must use the account IDs and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner APIs (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on your behalf. You may only authorize access to GOKADDAL Technologies Transaction Information and Your Materials via the Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
API-2.5 Security of Your Materials.
You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).
API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials.
Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and the API Materials may harm our customers.
Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the GOKADDAL Technologies Network for the purposes of the Selling Partner APIs and the API Materials.
API-4 Modifications to the Selling Partner APIs and the API Materials
We may change or discontinue the Selling Partner APIs or the API Materials (including by changing or removing features or functionality of the Selling Partner APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.
THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.