Vendosmart Technologies Private Limited, a company incorporated under the Companies Act, 2013 (“Vendosmart”) primarily owns, operates, controls and manages the Platform, an online service providing a custom manufacturing marketplace which connects buyers to prospective manufacturers. This Platform merely provides a marketplace to the Users and does not in any way guarantee any business to such Users of the Platform.
DEFINITIONS AND INTERPRETATION
“Intellectual Property Rights” shall mean all copyright, patents, utility, innovations, trademarks and service marks, geographical indications, domain names, layout, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
“Overall Content” shall collectively mean the Vendosmart Content and the Third Party Content.
“Partner Applications” shall mean all the third party application program interface (“APIs”) or applications (“Apps”) that have partnered with Vendosmart to provide services to the Users of the Platform, so as to better facilitate the usage of the Platform by the Users. These Partner Applications may be providing services to the Platform itself or they may be providing additional services to the Users of the Platform, if they require, pursuant to which the Users of the Platform would be redirected to such third party APIs or Apps where the same is hosted.
“Services” shall mean all the services provided by Vendosmart in or through this Platform, to facilitate connecting the buyers and sellers on the Platform, with each other.
“Third Party Content” shall mean those content, information, applications, programmes, texts, images, links, sounds, graphics, videos, software and other materials displayed in or made available in or through, included in, posted through, or linked through, this Platform (including all files within and attachments transmitted through this Platform and all data within such files and attachments), which are submitted by, originate from, are provided by, are obtained from or pertain to the Users of the Platform, and in or to which the Intellectual Property Rights are not owned by Vendosmart.
“User” shall mean the individual or entity who, or the individual or entity whose agent or representative, accesses and/or uses, creates an account or views this Platform, or the Services, features and functionalities provided in or through this Platform, or any of the Overall Content. A User can either be a paid customer (the seller) who accesses the Platform for any of the Services provided by Vendosmart or the buyer or an unconnected entity simply browsing the Platform.
“Vendosmart Content” shall mean this Platform, and all content, information, applications, programmes, texts, images, links, sounds, graphics, videos, software and other materials displayed or made available on this Platform, and all files within and attachments transmitted through this Platform and all data within such files and attachments, but excluding Third Party Content and Partner Application content.
“Website” shall mean the site on the internet owned and/or operated by Vendosmart and the homepage of which is presently located at www.vendosmart.com.
APPLICATION OF OTHER TERMS AND CONDITIONS
The Users are responsible for maintaining the confidentiality of the account and password and for restricting unauthorized access of their account and password maintained on the Platform. Any activity that occurs under the User’s account or password would be the responsibility of that User only. Further, the User shall ensure that the details provided by him on this Platform are true and correct and in case the same is found to be false, the entire liability of the same would lie with the User. Vendosmart reserves the right to refuse access to the Platform, terminate accounts, remove or edit content at any time without notice to the User.
USE AND OPERATION OF THIS PLATFORM
- USE OF INFORMATION RELATING TO OR COLLECTED AT THIS PLATFORM: Users agree that all information and/or particulars sent or submitted by such Users in relation to any access and/or use of the Platform or which have been collected from such Users’ access and/or use of this Platform is non-confidential and non-proprietary unless otherwise expressly indicated by such Users and may be used by Vendosmart in accordance with the terms of the Agreements.
- RESTRICTED USE: Users agree and undertake not to host, display, upload, modify, publish, transmit, update or share any information that —
- is beyond the information required to be provided by the Users under the Services provided by Vendosmart or the Partner Applications;
- belongs to another person and to which the User does not have any right;
- is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- impersonate another person;
- contains software viruses/malware/spyware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation; and
- uses this Platform other than in conformance with the acceptable use policies of any connected computer networks and any applicable internet standards.
- ACCESS TO THIS PLATFORM: Users shall be responsible for obtaining and using the necessary software and/or device, telecommunication services, hardware and/or equipment necessary to obtain access to this Platform at their own risk and expense. In particular, Users agree and acknowledge that Vendosmart is not providing them any internet access or other telecommunication services and that any internet access or telecommunication services that they may require to access and/or use this Platform or the Overall Content, will be their sole responsibility and that they will separately obtain such access and/or services at their own cost, from an appropriate internet access service provider.
- AT USERS’ OWN RISK: Any risk of misunderstanding, error, loss, damage or expense resulting from the use of this Platform is entirely at the Users’ own risk.
- MEMBERS ONLY: Access to and use of password-protected and/or secure areas of this Platform are restricted to the registered users only. Users agree and undertake not to obtain or attempt to obtain unauthorised access to such parts of this Platform, or to any other protected information, through any means not intentionally made available by Vendosmart for the specific use of such Users.
- USERNAME/PASSWORD: A username and password may either be:
- determined by and issued to a User who registers with this Platform, by Vendosmart; or
- provided by a User who is registered with this Platform and accepted by Vendosmart in its sole and absolute discretion in connection with the use of and/or access to this Platform.
Vendosmart may at any time, in its sole and absolute discretion forthwith, invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by such User or arising out of or in connection with or by reason of such invalidation. Vendosmart takes utmost care to maintain high standards of security. However, it shall be the responsibility of each User who registers with this Platform to change their password from time to time and to keep the username and password confidential and ensure the security of their account and shall be liable for any disclosure or use (whether such use is authorised or not) of the username and/or password. Each User who registers with this Platform shall notify Vendosmart immediately if it has knowledge that or has reason for suspecting that the confidentiality of the username and/or password has been compromised or if there has been any unauthorised use of the username and/or password.
- PURPORTED ACCESS AND/OR USE OF THIS PLATFORM: Each User who registers with this Platform agrees and acknowledges that any use or purported use of or access to or purported access to this Platform and any information, data, instructions or communications referable to the username and password shall be deemed to be, as the case may be: (i) use of or access to this Platform by such User; and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by such User. Vendosmart shall be entitled (but not obliged) to act upon, rely on and/or hold such User solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by such User. Each User who registers with this Platform further agrees and acknowledge that such User shall be bound by any access or use of this Platform (whether such access or use is authorised by such User or not) and/or information, data, instructions or communications referable to such User’s username and password.
- BINDING AND CONCLUSIVE: Each User agrees and acknowledges that any records maintained by Vendosmart relating to or in connection with this Platform shall be binding and conclusive on such User for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Vendosmart and such User. Each User hereby agrees that all such records are admissible in evidence and that it shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and they hereby waive any of their rights, if any, to so object.
RESTRICTED USE OF OVERALL CONTENT
Users are restricted expressly from using, downloading, copying, reproducing, altering, publishing, republishing, displaying, broadcasting, hyperlinking, mirroring, framing, transmitting, storing, installing, distributing, disseminating in any form or in any manner or by any means, or otherwise re-use, all or any part or parts of this Platform and/or the Third Party Content, without the prior written permission of Vendosmart and/or the relevant third party owners/licensors or licensees of the relevant Intellectual Property Rights, as the case may be.
NO ENDORSEMENT OF THIRD PARTIES
Without prejudice to this Agreement, Vendosmart does not endorse or make any representation or warranty whatsoever (whether express, implied or statutory), and shall not be responsible or liable under any circumstances whatsoever, in respect of:-
- any Partner Application hyperlinked to this Platform, or any information, data, instructions, functionalities, features, services, products or other content offered or provided in or through such Partner Application;
- any information, data, instructions, functionalities, features, services, products or other content offered or provided by third parties in or through this Platform; and/or
- (without prejudice to the generality of the foregoing) any Third Party Content.
Such Partner Applications, Partner Application information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such Partner Applications or in or through this Platform) are the sole responsibility of the respective Partner Applications and are not under the control of Vendosmart. Any Users’ access and/or use thereof and/or reliance thereon is solely at such Users’ own risk (and Users are advised not to act and/or rely thereon without first independently verifying the same).
Users’ rights and remedies in respect thereof are governed solely by other applicable agreements or terms (if any) between the relevant User and the relevant third party. For the avoidance of doubt, the agreements or terms pertaining to the foregoing, are agreements or terms entered into directly and only, between the relevant User and the relevant Partner Application. In no event shall Vendosmart establish or be required to establish any such agreement or terms with such User.
Without prejudice to the generality of the Clause above:-
- a description or reference to a product or service in this Platform (including any description or reference via hyperlink) does not imply endorsement by Vendosmart of that product or service;
- Vendosmart does not make any representation or warranty as to the quality, accuracy, reliability, currency, suitability or lack of defects or deficiencies of any Partner Applications, Partner Application information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such Partner Applications or in or through this Platform) and Third Party Content;
- Vendosmart shall not be liable or responsible for any defects, deficiencies, errors, omissions or inaccuracies or any delays, defamation, libel, slander, misrepresentation, falsehood, obscenity, pornography, profanity, or any other objectionable, offensive, indecent or illegal material contained in any Partner Applications, Partner Application information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third party sites or in or through this Platform) and Partner Application Content; and
- any Partner Applications submitting or providing Partner Application Content:
- are solely responsible for such content;
- without prejudice to the above, warrant and represent that they have the right and authority to submit or provide such content and that such content does not infringe the rights and interests (including, without limitation, Intellectual Property Rights) of any third party; and
- hereby grants to Vendosmart a non-exclusive, world-wide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/or publish) such content in connection with the operation of this Platform and for the purposes such Partner Applications have instructed or requested.
OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Unless otherwise expressly stated:-
- all titles, rights and interests (including, without limitation, Intellectual Property Rights) in respect of Vendosmart Content are owned by, licensed to or controlled by Vendosmart, and nothing herein confers on Users, any title, right or interest in respect thereof;
- all titles, rights and interests (including, without limitation, Intellectual Property Rights) in respect of the Third Party Content and Partner Application content are owned by, licensed to or controlled by the relevant third parties and Partner Applications, and nothing herein confers on the Users, any title, right or interest in respect thereof; and
- The trademarks, service marks, trade names and logos used and displayed on this Platform are registered and unregistered trademarks of Vendosmart and/or other third parties. No right or licence is given to Users to download, reproduce or use such trademarks. Nothing on this Platform shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any trademarks, without the written permission of Vendosmart and/or other third parties.
Vendosmart reserves the right to control the look and feel of this Platform and shall be entitled to publish any notices or disclaimers on this Platform in the manner and to the extent deemed necessary by Vendosmart, to update, suspend, discontinue, alter or modify this Platform or any information, data, instructions, functionalities, features, Services, products or other content provided in or through this Platform, including portions thereof, from time to time and without giving any reason or prior notice. Such updates, suspensions, discontinuations, alterations or modifications may include, without limitation, changes to, additions or withdrawals of information, data, instructions, functionalities, features, Services, products or other content. Vendosmart shall not be liable if any such updates, suspensions, discontinuations, alterations or modifications prevent or disrupt Users from accessing this Platform or associated information, data, instructions, functionalities, features, Services, products or other content.
Vendosmart reserves the right (but shall not be obliged) to:
- prevent, suspend or restrict any User’s access to:
- any password-protected or secured areas of this Platform and/or
- any particular Service, functionality or feature provided in or through this Platform; and/or
- report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities.
EXCLUSION OF REPRESENTATION, WARRANTY AND LIABILITY
All data and/or information (including Overall Content) contained in this Platform is provided for informational purposes only. This Platform and the Overall Content are made available "as is" and “as available”, without any representation or warranty of any kind, whether express, implied or statutory, given by Vendosmart, in conjunction with this Platform and the Overall Content, including but not limited to:
- a description or reference to a product or Service in this Platform (including any description or reference via hyperlink) does not imply endorsement by Vendosmart of that product or Service;
- Vendosmart does not make any representation or warranty as to the quality, accuracy, reliability, currency, suitability or lack of defects or deficiencies of any third party sites, third party information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third party sites or in or through this Platform) and Third Party Content. The use of the Platform and its Overall Content shall be at the sole discretion of the Users;
- Vendosmart shall not be liable or responsible for any defects, deficiencies, errors, omissions or inaccuracies or any delays, defamation, libel, slander, misrepresentation, falsehood, obscenity, pornography, profanity, or any other objectionable, offensive, indecent or illegal material contained in any Partner Application, third party information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third party sites or in or through this Platform) and Third Party Content;
- any representation or warranty or liability that this Platform and/or any of the Overall Content will be provided uninterrupted, secure or free from errors, omissions, computer viruses or other malicious, destructive or corrupting code, agent, program or macros, or that any identified defect will be corrected;
- any representation or warranty or liability of the security of any Overall Content transmitted by or to Users through this Platform;
- any representation or warranty or liability that the Overall Content transmitted or received through this Platform by Users will not be accessed by unauthorised third parties and/or disclosed by Vendosmart to third parties purporting to be such Users or purporting to act under such Users’ authority (and Vendosmart neither endorses nor assumes any responsibility for the contents of such Users’ transmissions or communications through this Platform and such Users are solely responsible therefor); and
- all representations and/or warranties and/or liabilities, to the extent capable of being excluded under applicable law, are hereby expressly excluded by Vendosmart and all third parties involved in the creation, production or delivery of this Platform and the Overall Content.
In particular, but without prejudice to the generality of the foregoing, Vendosmart makes no representations or warranties as to (and Users assume the entire liability as to):-
- anything contained in, the performance of, or the results that may be obtained by using, this Platform or any of the Overall Content;
- the consequences in connection with downloading, installing or using of any of the Overall Content transmitted through this Platform;
- the quality, accuracy, reliability or suitability for any purpose whatsoever of this Platform or any of the Overall Content; and
- the standing, credit or otherwise of any person or entity mentioned in this Platform or in any of the Overall Content.
Vendosmart takes no responsibility for the quality of services provided through the Platform. The quality of service provided is entirely the responsibility of the buyers and the sellers who have been mutually selected by the Users, to provide a particular service. Vendosmart does not take any liability in connection to the service provided by the buyers and the sellers, including but not limited to, the acts, actions, behaviour, conduct, and/or negligence on the part of Vendosmart.
Further, Vendosmart shall take reasonable efforts to prevent and protect against hacking, but in no event shall Vendosmart be liable in case the account of any User(s) or the Platform is hacked.
Force Majeure: Vendosmart shall not be held liable for any failure or delay in performance of services by the Users where such failure arises as a result of any act or omission, which is outside our reasonable control, such as unprecedented circumstances, overwhelming and unpreventable events caused directly and exclusively by force of nature, that can be neither anticipated nor controlled nor prevented by the exercise of prudence, diligence, and care, including but not limited to: war, riot, civil commotion; compliance with any law or governmental order, rule, regulation or direction and acts of third parties.
INFRINGEMENT OF RIGHTS AND/OR VIOLATION OF LAWS OR REGULATIONS
Each User agrees and undertakes that the User shall not use this Platform or any of the Overall Content in any manner that infringes or violates, or might potentially infringe or violate, any rights and interests (including, without limitation, Intellectual Property Rights) of any person or entity, or any applicable law or regulation. Each User who acquires or wishes to acquire any product from, or who enters or wishes to enter into any transaction or activity with, or who sends or wishes to send any inquiry to, communicates or wishes to communicate with or otherwise contacts or wishes to contact, or who receives or wishes to receive any communication from, any person or entity, or who undertakes or wishes to undertake any activity in relation to any product appearing on this Platform or any of the Overall Content, whether directly or indirectly as a result of or in connection with the use of this Platform and/or any of the Overall Content, shall bear solely and exclusively all responsibility and risks for such product, acquisition, transaction, activity, inquiry, communication, contact or activity, and for verifying and/or ensuring that the same does not and will not infringe or violate any rights and interests (including, without limitation, Intellectual Property Rights) of any person or entity, or any applicable law or regulation. Each User shall fully indemnify, defend and/or hold harmless, as the case may be, Vendosmart in respect of any and all Liabilities that may be suffered, sustained or incurred, directly or indirectly, by Vendosmart, as a result of, or arising from or in connection with, any such product, acquisition, transaction, activity, inquiry, communication, contact or activity infringing or violating (or being alleged to infringe or violate) the rights and interests (including, without limitation, Intellectual Property Rights) of any person or entity, or any applicable law or regulation (and Vendosmart shall not assume nor shall bear any liability, obligation, responsibility or risk whatsoever for or in respect of any such product, acquisition, transaction, activity, inquiry, communication, contact or activity).
Each User who acquires or wishes to acquire any product appearing on this Platform is advised to conduct, and shall in any event be solely and exclusively responsible for conducting, its own due diligence, enquiries, checks and investigations, including (without limitation) consulting the relevant government or regulatory authorities, and seeking its own independent legal advice, as may be necessary and appropriate, so as to satisfy itself and ensure that such product and the activities in relation to such product do not and will not infringe any rights and interests (including, without limitation, Intellectual Property Rights) of any person or entity and are and will be in compliance with all applicable laws and regulations.
Each User acknowledges and agrees that Vendosmart shall not be nor be deemed to be, a party to, or otherwise involved in, any transaction(s) or activity(ies) that may be entered into between any User (essentially buyers and sellers) and any person or entity directly or indirectly as a result of or in connection with, the use by any User of this Platform.
Vendosmart may delegate or outsource the performance of any of their functions in connection with this Platform and reserves the right to use any agents, delegates or contractors on such terms as they deem appropriate.
RIGHTS OF THIRD PARTIES
ACCESS TO PLATFORM
Vendosmart will try its utmost to ensure that the availability of the Platform will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Further, the Users’ access to the Platform may also be occasionally suspended or restricted to allow for repairs, maintenance, or introduction of new facilities or Services at any time without prior notice. Vendosmart will attempt to limit the frequency and duration of any such suspension or restriction.
This Platform is in compliance of the Information Technology Act, 2000 and all other laws and regulations in force for the time being.
Vendosmart does not collect any sensitive personal data/information of a User. The personal information/data provided to Vendosmart by the User during the course of usage of the Platform will be treated as strictly confidential and in accordance with the applicable laws and regulations. If the User objects to their information being transferred or used, then it should not use the Platform. The User details provided by the Users may be used to improve the Services and performance of the Website.
GOVERNING LAW & JURISDICTION
When you visit the Platform, you are communicating with us electronically. The User will be required to provide a valid phone number while registering on the Platform. We may communicate with you by e-mail, SMS, phone call or by posting notices on the Platform or by any other mode of communication.
However, Vendosmart does not have any mechanism in place to verify the credentials of inquiries made, hence, the Users are required to proceed with caution on any such communications. For contractual purposes, the Users consent to receive communications (including transactional, promotional and/or commercial messages), from Vendosmart with respect to the use of the Platform.
Vendosmart can be connected to on the address and contact details as provided on the Platform.
LOSS OF BUSINESS
The Platform is just a market place for connecting the Users based on their requirements. Vendosmart does not guarantee any revenues, profits or losses that will accrue to the Users from usage of this Platform. Any contract that the Users enter into with each other is solely on their discretion and Vendosmart does not take any responsibility nor shall be liable for the same. Further, Vendosmart does not guarantee generation of business or profits to the Users and further shall also not be responsible for any business loss (including but not limited to- 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 the Users and Vendosmart on usage of the Platform.
Vendosmart shall create and save a cookie in your computer. A cookie is a file that records information concerning your browsing of the Website from the computer. The usage of the Platform would require the User to accept the cookies. This will help better facilitate the User’s visit of the Platform and access of the target pages. However, if the User chooses to have the browser refuse collection and storage of these cookies, it is possible that the Platform may not function properly.
The Platform has, for the ease of the Users provided a chat bar, wherein the Users can post questions based on the working of the Platform and the same shall be answered by the authorised personnel. However, the User shall exercise caution and discretion while using the same and ensure that it does not provide any sensitive personal data or any other similar data while using this function. Any information provided will be at the sole discretion of the User and Vendosmart shall not be liable for the protection of or misuse of the same.
RELATIONSHIP OF PARTIES
The information contained in this Platform is for general information purposes only. The information is provided by Vendosmart and the Platform and while the Platform endeavours to keep the information up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Platform or the information, products, services, or related graphics contained on the Website for any purpose. Any reliance placed on such information is therefore strictly at the Users own risk.
In no event will Vendosmart and the Platform be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever, arising from loss of data or profits arising out of, or in connection with, the use of this Platform.
Through this Platform you may be able to link to other websites which are not under the control of the Platform. The Platform has no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorsement of the views expressed within them.
Every effort is made to keep the Platform up and running smoothly. However, the Platform takes no responsibility for, and will not be held liable for, the application being temporarily unavailable due to technical issues beyond their control.
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