Terms of Use

VENDOR AGREEMENT

THIS VENDOR AGREEEMENT is made on this ……..day of………BETWEEN “…………….” a Proprietorship firm, owned by Mrs……………(Proprietor),having its registered office at……………………………………………………… …………………………………………………………………………… ….…………..…………………………………………………………… and carrying on business through its E-portal named “Recionline.com”, hereinafter referred to as the VENDOR of the ONE PART and [NAME OF THE ONLINE SHOPPING PORTAL] is a company/business concern having its registered office at………………………………….. ……..here in after referred to as of the OTHER PART.The parties agrees as follows: Scope. The purpose of this Agreement is to provide qualifying vendors with the opportunity to sell products through [e-portal name] E-Commerce business.This Agreement supplements any other agreements governing the buying and selling of products between[ONLINE SHOPPING PORTAL NAME] and Vendor including any vendor buying agreements and/or purchase orders. Commerce. For purposes of this Agreement, E-Commerce means sales of products to its retail customers via the Internet, Recionline.com’s websites, or any on-line system or Computer network. E-Commerce also includes any related business and marketing activities supporting such sales. WHEREAS: [NAME OF ONLINE SHOPPING PORTAL]has established an interactive online shopping network accessible through the Website, on which Shopping Network sells products directly to its customers; and Vendor wishes to have its product(s) listed for sale on the Website, and to take advantage of Shopping Network’s visitor traffic, marketing efforts, distribution channels, and shipping services (collectively, the “Services”). NOW THS AGREEMENT WITNESSES as follows, Acceptance of Terms, Conditions, Disclaimers and Policies (a) BY REGISTERING AS A VENDOR ON THE WEBSITE OR BY USING ANY OF THE SERVICES PROVIDED BY THE WEBSITE, YOU ARE FULLY ACCEPTING THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. Your access to and use of the Website and/or the Services provided by the Website is subject to this Agreement. If You do not accept this Agreement You must immediately stop using the Website and/or the Services. (b) You agree to be bound by all of our disclaimers and policies governing the use of the Website, including but not limited to the Privacy Policy (add link), the Prohibited Products Policy (add link), ______________________ (list all policies and Website disclaimers that apply, with links to their URLs), all of which are incorporated herein by reference. Changes to Agreement and Website Shopping Network reserves the right at its discretion to: (a) change any of the terms and conditions contained in this Agreement or any policies or disclaimers governing the Website and/or the Services at any time. Any such changes will be effective upon the posting of the revised terms and conditions or such policies and disclaimers on the Website and Vendor is solely responsible for reviewing any such notice and the corresponding changes. Your continued use of the Website and/or the Services following any such changes will constitute Your acceptance of such changes; (b) change or remove (temporarily or permanently) the Website, Products or Vendor from the Website shall not be liable to Vendor for any such change or removal; (c) add or remove items from the Prohibited Products List as it deems reasonable. Grant of License Vendor grants following rights: (a)the non-exclusive right and license to market and sell the Products through the Website; (b) the non-exclusive royalty-free right and license to use Vendor’s name, Products, trademarks, trade names and copyrights (all whether now owned or hereafter acquired) in connection with the Products, and images or representations of the Produc ts, for all purposes in connection with the Website including, without limitation, the display and listing of the Products on the Website and the promotion and advertising of the Website and the Products; and (c) the non-exclusive royalty-free worldwide right and license to use Product descriptions, information and content provided by Vendor in association with the Products, to copy, publish and distribute the same in any form and in any language, to translate, publish and distribute the same to other websites under license with Shopping Network, to create derivative works, to include the same in advertising and promotion, and the right to sublicense, reproduce, resell and redistribute such content and any derivative works thereof to third parties in any medium and anywhere in the world without compensation to Vendor. Representations and Warranties Vendor represents and warrants: (a) that it has the right, power and authority to enter into this Agreement and perform its obligations under it; (b) that Vendor has the right and ability to sell the Products, and the sale and listing of the Products on the Website will not violate any agreement by which the Vendor is bound, or any applicable law or governmental regulation; (c) if Vendor is an individual person, that Vendor is at least 18 years of age; (d) that all information provided in setting up Vendor’s account is complete, true and accurate, including without limitation the name, address, phone number(s), email address, and credit card information, and Vendor hereby authorizes Shopping Network to verify the accuracy of such information and to perform such credit or background checks as it considers necessary; (e) that the Products will not include items that are prohibited under Shopping Network’s Prohibited Products Policy; (f) that all Product descriptions and any other information, data and/or content which Vendor provides to customers or Shopping Network will be (i) correct, accurate, and not misleading or deceptive, (ii) will not infringe the intellectual property rights of any third party, including copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, (iii) will not violate any law, statute or regulation, (iv) will not be defamatory or libelous, and (v) will not create liability for Shopping Network. (g) [ONLINE SHOPPING PORTAL NAME] agrees that it will not make modifications or alterations to Vendor Content without Vendor’s prior written approval. Intellectual Property OF [NAME OF ONLINE SHOPPING PORTAL] Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by[NAME OF ONLINE SHOPPING PORTAL] shall be and remain the sole property of [NAME OF ONLINE SHOPPING PORTAL. INDEMNIFICATION Vendor shall Indemnify ,defend and hold harmless [NAME OF ONLINE SHOPPING PORTAL] , Its parents ,affiliates, subsidiaries, officers ,managers ,employees, and agents from and against any and all claims, lawsuits ,judgments, losses ,civil penalties, liabilities ,damages ,costs, and expenses including reasonable attorney fees and court costs, arising out of or related to any ; (a)ALLEGED DEFECT IN OR INJURY FROM VENDOR’S PRODUCTS; (b)ALLEGED FAILURE OF VENDOR OR VENDOR’S PRODUCTS TO COMPLY WITH THIS AGREEMENT OR ANY LAWS, REGULATIONS, WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF VENDOR; (C) ALLEGATIONSCONCERNING VENDOR CONTENT; (D) NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF VENDOR; AND/OR (E) USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF VENDOR. [NAME OF ONLINE SHOPPING PORTAL]SHALL MUTUALLY INDEMNIFY VENDOR FROM ANY: (a) ALLEGE FAILURE OF ACADEMY TO COMPLY WITH THIS AGREEMENT; (B) NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL Choice of Law The laws of the of India govern this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, [NAME OF ONLINE SHOPPING PORTAL] and Vendor agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties. If mediation is unsuccessful, the parties agree to submit disputes to the appropriate court of jurisdiction. Assignment. Either Party may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whetherwritten, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement. Term The Term of this Agreement begins on the Effective Date and continues until either [NAME OF ONLINE SHOPPING PORTAL or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or If terminated by either party, the Agreement will continue to govern the sale of Vendor products purchased for E-Commerce prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains. IN WITNESS WHEREOF, the parties have executed this Agreement. [NAME OF ONLINE SHOPPING PORTAL