These Vendor Terms ("Vendor Terms") provide additional terms for your access or use or sale of the applications, websites, content, products, and services (the "Website") made available by Varselor Inc. a Limited Liability Company having its principle office of address at at 548 Market St PMB 30311, San Francisco, CA 94104-5401, United States (“Varselor” or “Company” or “We” or “Our” or “Us”). PLEASE READ THESE VENDOR TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COMPANY.
In these Vendor Terms,
By accessing or using Website, you confirm your agreement to be bound by these Vendor Terms in addition to Terms and other policies of Varselor. If you do not agree to these Vendor Terms, you may not publish or list or sell Vendor Services (defined in Section 1 of Terms) on the Website. These Vendor Terms expressly supersede prior agreements or arrangements with you. Company may immediately terminate these Vendor Terms or any Vendor Services that you may offer, or generally cease your listings or information of your Vendor Services or any portion thereof, at any time for any reason.
The Vendor agrees and acknowledges that the arrangements contemplated under this Vendor Terms are non-exclusive as far as Varselor is concerned and that Varselor is free to enter into similar or like arrangements with any third party vendors or service providers. The relationship between the Parties, is on a non-exclusive, Principal-to-Principal basis.
2.1 Vendor hereby agrees to extend co-operation to Varselor for the benefit of Clients so that optimal service interaction can be offered to Clients by the Vendor(s). Varselor allows the Vendor(s) to upload his Vendor Service catalogue on the Website in compliance with Varselor policies and manage various aspects of the sale interaction himself/themselves. Except for sale of Company Paid Services, Varselor’s role is limited to managing the Website through which the Vendor Services are offered for sale in addition to other incidental services which enable the placing, logistics and tracking of the order under the Vendor Service Contract (“Order(s)”).
2.2 Vendor shall provide all the necessary information and material, including but not limited to, content & images of its Vendor Services to be displayed on the Website. Vendor shall provide accurate and complete Vendor Service information for each Vendor Service that Vendor wants to make available to Clients using the Website, in compliance with all applicable laws and in the format required by Varselor, and promptly update such information, on Website provided by Varselor or any other mode as may be notified by Varselor from time to time, ensuring that it is accurate, in compliance with applicable laws and complete at all times. It shall be sole responsibility to ensure that all the information uploaded/ provided w.r.t. the Vendor Services is complete, accurate, updated and in compliance of applicable laws.
2.3 On receipt of the Order, Vendor shall fulfill the requirements, specifications and timelines for the purchased Vendor Services in strict compliance with the Vendor Service Contract.
2.4 Similarly, on receipt of an Order(s) with respect to Vendor Services, the Vendor(s) will assign requisite service professional, to provide all information pertaining the Vendor Services and/or related service request to the Client and Varselor through the Website, along with corresponding invoices in favour of Client.
2.5 In case of delay, Varselor and Client will be immediately informed by Vendor, along with the expected time of delivery and fulfillment of Vendor Services, so that the Client may be appropriately updated at all times. In case Vendor fails to complete Vendor Services and/or provide Vendor Work Product within the period as stipulated in the Vendor Service Contract, Varselor will still be entitled to the corresponding fees, on such orders pertaining to such Vendor Service Product(s) and/or Vendor Service(s) as agreed.
2.6 Vendor also undertakes that it shall not promote its Vendor Services, offers, packages, etc. to the Clients directly, indirectly and/or through email, messages, social media, or any other electronic or physical mode(s).
2.7 Vendor agrees that Varselor reserves the exclusive right to determine the manner and criterion for display of Vendor Services and related information on the Website, including but not limited to, selection of the Vendor or Vendor Services, the order and manner in which the Vendors and/or Vendor Services are to be displayed, basis its internal policies and discretion. Varselor also reserves the right to determine the Vendors who may sell on the Website and reserves the right, in its sole discretion, to restrict at any time, or delist or remove the Vendor Services, in any or all categories of Vendor Services on the Website, for any reason whatsoever, including but not limited to, where Varselor is of the opinion that it is against public policy, Varselor policies, non- compliance with applicable laws/ rules/ regulations, export control restrictions and/ or in breach of this Vendor Terms, etc.
2.8 Vendor further agrees that if any responsibility not specifically described in this Vendor Terms is found to be an inherent, necessary or customary part of the Vendor Services and/or required for proper performance or operation of the Vendor Services, it shall be incumbent on the Vendor to provide such additional products or services as well..
2.9 Vendor hereby agrees not to engage in any activity that may in any manner cause a conflict of interest with the duties and responsibilities under this Vendor Terms.
2.10 Vendor agrees to ensure that:
2.10.1 All payment terms and conditions provided and agreed under the Vendor Service Contract shall be in compliance and consonance with the (i) Vendor Terms, (ii) Terms, (iii) payment terms of Third Party Payment Service Providers, and (iv) other applicable terms pertaining to the Vendor Fees, Website Fees and their payment mechanisms.
2.10.2 All Vendor Service and Vendor Work Product specifications, terms and conditions agreed under the Vendor Service Contract shall be in compliance and consonance with the specifications, terms and conditions displayed on the Website at the time the Client made the Order for the Vendor Services. Any change in the specifications, terms and conditions after the Order for the Vendor Services shall be null and void, unless specifically agreed by the Client in writing and if in compliance with the Terms/Vendor Terms.
3.1 Vendor shall be required to give accurate details about his/her Vendor Services to Varselor and in case of any change to his status or the information or status pertaining to the Vendor Services or Vendor Work Product, the same shall be immediately informed to Varselor;
3.2 Vendor shall ensure that the Vendor Services and/or Vendor Service Product are provided in compliance with applicable laws including export control laws, data privacy laws etc.
3.3 Vendor shall maintain all requisite records, registers, accounts books etc., which are obligatory under any law as applicable to the Vendor Services provided to Clients and shall provide any information as may be required under any applicable laws.
3.4 Further, Vendor shall provide all information, documents, data, including but not limited to, digital signature certificate, etc., promptly, on request made by Varselor, from time to time.
3.5 Vendor shall maintain necessary licenses and registrations pertaining to his Vendor Services and/or Vendor Work Product, and pertaining to his ability to carry out the trade on the Website. Vendor shall provide a true copy of all the licenses and registration certificates held by the Vendor to Varselor.
3.6 Vendor shall at all times provide prompt and efficient order fulfillment services to the Client, including but not limited to, resolving Client queries, resolving any disputes with the Client within a period 3 days from the date query of Client. The Vendor agrees that time is the essence of this Agreement.
3.7 Vendor shall adhere to the timelines and requirements provided under the Informal Dispute Resolution in the Terms. Vendor shall provide all the necessary Order related or other necessary information for the quick and efficient closure of any disagreement or dispute pertaining to any Order or Vendor Services or Vendor Work Product. Vendor shall ensure the communications provided to Varselor and to Client are responsive and prompt.
3.8 Vendor shall take all measures necessary to ensure secrecy and confidentiality of confidential and proprietary information of Varselor, Clients and/ or any other third party engaged on the Website.
3.9 It is hereby clarified that Vendor shall be solely liable and responsible for any defect or deficiency in the Vendor Service provided by the Vendor to the Clients, including but not limited to, wrong delivery, delay in delivery, deficiency in delivery or service etc. Notwithstanding anything else contained herein, the Vendor shall indemnify, defend and hold Varselor harmless from all actions, proceedings, complaints, claims, damages, demands, liabilities, costs, expenses, etc. arising out of or in relation to any defect or damage or claim with respect to the Vendor Services or Vendor Work Product sold by the Vendor under the Vendor Service Contract.
3.10 Vendor understands and agrees that, Varselor shall at its sole discretion, at any time be entitled to, show other vendors available for the sale of same or similar services.
3.11 It is further understood by the Vendor that the information that is disclosed by the Client at the time of Vendor Service Contract or during any vendor interaction is personal information and is subject to all applicable privacy laws and shall be confidential in nature.
3.12 Vendor understands that Varselor makes no promise or guarantee for any uninterrupted communication and the Vendor shall not hold Varselor liable, if for any reason the communication is not delivered to the Client(s), or are delivered late or not accessed, despite the efforts undertaken by Varselor.
3.13 Vendor shall not indulge in practice of sending any unsolicited messages, likely with commercial content.
3.14 Vendor shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the Vendor Services to be displayed on the Website.
3.15 Sale and fulfilment: Vendor shall (a) source, sell, fulfil, and provide its Vendor Services, in accordance with the terms of the applicable Order information, Terms, Varselor policies and the Vendor Terms, and all terms provided by Vendor and displayed on the Website at the time of the order and be solely responsible for and bear all risk for such activities; (b) provisioning of Services in a commercially reasonable manner and in compliance with applicable laws; (c) retrieve Order information at least once every day; (d) not cancel any of the transactions except as may be permitted pursuant to the terms and conditions notified by Varselor and/ or appearing on the Website at the time of the applicable order (which terms and conditions will be in accordance with this Vendor Terms and the Terms) or as may be required under this Vendor Terms; (e) provide to Varselor all information regarding the Vendor Services, (to the extent available), in each case as requested by us using the processes designated by Varselor, and Varselor may make any of this information publicly available; (f) identify yourself as the vendor on all information included with Vendor Services and/or Vendor Work Product and as the person of point of contact in case of an service related queries; and (g) not send Client emails confirming orders or shipments of Vendor Services (except that to the extent Varselor may allow, in writing).
3.16 Vendor shall be solely and fully responsible for any non-conformity, including but not limited to, content, prices, etc. of the Vendor Services, non-delivery, mis-delivery, or other mistake or act in connection with the fulfilment and delivery of Vendor Services or Vendor Work Product.
3.17 Vendor shall maintain parity between the services it offers through all its other sales channels and the Vendor Services it lists on the Website by ensuring that: (a) the price and every other term of offer and/or sale of Vendor Services (including warranty, any "low price" guarantee, rebate or discount, any free or discounted products/services or other benefit(s) available as a result of purchasing one or more other products and/or services, and terms of applicable refund policies) is not in any manner less favourable to Clients of the Website that the most favourable terms upon which a service is offered and/or sold via other sales channel; (b) Client service for Vendor Services on the Website is responsive and available and offers at least the same level of support as the most favourable Client services offered in connection with any of other sales channel (provided that any such Client service will at all times be conducted in a timely, professional and courteous manner) and (c) the Content, required Vendor Service information and other information, is of at least the same level of quality as the highest quality information displayed or used in other sales channels. If Vendor becomes aware of any non-compliance with the above, Vendor will promptly compensate adversely affected Clients by making appropriate refunds to them in accordance with the terms of the Terms or Vendor Service Contract.
4.1 Website Fees: In consideration for providing Website access to the Vendor for sale of Vendor Services, the Vendor shall pay Website fees to Varselor, as applicable from time to time (“Website Fees”). All fees payable by the Vendor are exclusive of any taxes and of any transaction fees applicable by any Third Party Payment Service Providers.
4.2 Vendors represent and warrant that they comply, and will comply at all times, with their obligations under income tax provisions in their jurisdiction.
4.3 Varselor, at its sole expense reserves the right to audit, inspect, and make copies or extracts of relevant financial statements, systems and processes and records (“Documents”) associated with Vendor’s performance under Vendor Service Contract, Terms and Vendor Terms Agreement. The scope of this audit will be limited to transactions arising out of or in connection with the terms of this Vendor Service Contract. Varselor may conduct audit either directly or through its consultants or agents (“Auditor”). In the event the audit findings relate, to fraudulent or incomplete payments, misrepresentations, unethical practice, fraud or breach of Vendor Terms, Varselor shall have all or any of the rights stated herein against the Vendor (a) to recover the unpaid amount; (b) to suspend/stop/retain any disputed amount pending with Varselor and payable to the Vendor; (c) to terminate the engagement or listing of Vendor forthwith without prejudice to other rights under law and contract.
4.4 The Parties also agree that Varselor shall have the right to set off or adjust or deduct any of its unpaid or disputed fees or any amount payable by the Vendor against any amount payable to Vendor by Varselor whether these amounts pertain to the same Order or not under these Vendor Terms.
5.1 Obligations of Confidentiality and Non-Use: Vendor (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by Varselor, its Clients, employees and affiliates (in such capacity, the “Disclosing Party”) hereunder. The Receiving Party shall not disclose or disseminate the information relating to the Clients assisted by Varselor including the Client’s personal details, order history, products provided, etc. to any person other than those Vendors, employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations both during the Term of this Agreement and after its termination, for a period of 7 (seven) years from the date of termination of this Agreement. In addition, the Receiving Party (i) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (ii) shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights under this Agreement. As used here, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.
5.2 Definition of Confidential Information: The term “Confidential Information”, as used here, shall mean all information, furnished by Varselor, which is proprietary, non-public in nature and/ or which relates to the Website/ User/ Client or any third party (including, but not limited to, personal information, order details or history, Client details, market information, all work products and documents related thereto etc.), order information, any other data/ information acquired/ accessed through use of Website and/ or from Varselor in relation to the Vendor Terms/Terms or any plans, strategies, financial data, know how, intellectual property, financial reports of Varselor or the terms and conditions of this Agreement;
5.3 Vendor acknowledges and agrees that the data of Clients will be the exclusive property of Varselor, and Vendor will not use for any purpose, including but not limited to, its own purpose or distribute it in any form or means except for the limited purpose of this agreement and shall keep it confidential at all times.
6.1 The Vendor shall have limited, non-assignable, non-transferable, non-exclusive and revocable license to use the Website as required under Terms/Vendor Terms and shall be liable to pay damages in case of any unauthorized use of the Website or its communication platform, refrain from using any information or the intellectual property belonging to Varselor.
6.2 Vendor has granted Varselor a royalty-free, non-exclusive, worldwide, irrevocable right and license during period of listing of Vendor or access of Services of Website, and for as long thereafter as you are permitted to grant the said license under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Vendor Services or Vendor Work Product, and to sublicense the foregoing rights to our Affiliates and operators/ third party partners or service providers of Varselor.
6.3 Vendor shall be solely responsible to procure and maintain at his/her own cost all approvals and registrations required to provide Vendor Services under the applicable laws to enable him to continue to offer for sale Vendor Services to the Clients in a legal and effective manner. Vendor hereby undertakes to ensure that all the said approvals shall remain effective during the entire period of its engagement with Varselor or its use of Website, and shall not be suspended or affected anytime.
7.1 The Vendor understands and agrees that nothing herein shall give him any rights, to use or otherwise, title or interest whatsoever in the intellectual property or the goodwill attached to the Website. The Vendor further agrees that he shall at all times recognize the validity and ownership of Varselor and/or any of its affiliates, subsidiaries and/or group companies, as the case may be, over the intellectual property rights and shall not at any time put in issue their validity or ownership.
7.2 Vendor undertakes not to adopt or use any name, corporate name, trading name, title of establishment, or other commercial designation which includes any of the names, characters, artwork, designs, trade names, trademarks, or service marks of Varselor and/or its affiliates/group companies, or any that is confusingly similar to any of them. Vendor recognizes and confirms that Varselor has the exclusive right to supervise, allow and reject the contents of the Website. Varselor shall not be liable for contents and images shared, uploaded or displayed on website by Vendor regarding its Vendor Services, or otherwise, and all consequent liability will be borne by Vendor(s) only.
7.3 Without Varselor’s prior written approval, the Vendor shall not publish or use any advertising, sales promotion or publicity matter relating to the its association with Varselor or the Website.
7.4 The Vendor agrees that Varselor for its promotional purposes shall be allowed to use the information provided by the Vendor as well as use the articles posted by the Vendor on the Website.
7.5 Vendor hereby grants to Varselor the right to display/delist the Vendor or Vendor Services (as updated or to be updated by the Vendor on the vendor page on Website at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website. Vendor represents that it has the necessary rights to grant such permission to Varselor and agrees to indemnify Varselor in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
8.1 Vendor (“Indemnifying Party”) hereby agrees to indemnify, defend, keep indemnified and hold Varselor, its affiliates and their respective officers, directors, employees, representatives, and agents (each, an “Indemnified Party”) harmless from and against all claims, costs, expenses, legal proceedings, damages, penalties, fines, liabilities incurred or suffered by the Indemnified Party due to reason of or resulting from, arising out of, based upon or otherwise in respect of:
8.1.1 Any actual or alleged breach of these Vendor Terms and the Terms; and
8.1.2 any act of fraud, wilful misconduct, and/or gross negligence.
8.1.3 Any actual or alleged infringement of any intellectual property or other right of any entity or person.
8.1.4 Breach of applicable laws, rules and regulations.
8.1.5 actions of any person gaining access to the Website with the unique credentials assigned to the Vendor;
8.1.6 any personal injury, death or property damage related thereto and/ or any claims of Clients;
8.1.7 Providing any incorrect information, including but not limited to, Vendor Services, Vendor Work Product, etc.
8.1.8 Use of any other platform or website or application, other than the Website to provide or sell Vendor Services to the Clients.
9.1.1 These Vendor Terms will remain in full force and effect while the Vendor is a user of the Website in any form or capacity and shall be subject to the term and termination conditions of the Terms.
9.1.2 Except for any mandatory application of local law, any action related to these Vendor Terms shall be governed by the law of the State of Delaware, United States of America, without regard to the choice or conflicts of law provisions of any jurisdiction.
9.1.3 Any dispute that arises from or under these Vendor Terms or the applicable transaction document/contract or that relates directly or indirectly to our relationship and that cannot be resolved amicably within thirty (30) days shall be resolved by binding arbitration before a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Judgment on any award arising from such arbitration may be entered in any court of competent jurisdiction. Discovery may be performed according to the Federal Rules of Civil Procedure. The fees and expenses of the arbitration shall be borne equally by the Parties but may be awarded, together with reasonable attorneys’ fees and expenses, to the prevailing Party (if any) in the informed discretion of the arbitrator. Notwithstanding anything to the contrary set forth herein, either Party may seek injunctive or other equitable relief at any time in federal or state court. The forum for any such arbitration and for any such court shall be located in State of Delaware. Vendor agrees that it shall not join or lead any class of claimants pursuing any claim related to the subject matter of these Vendor Terms and/or your use of the Site.
9.1.4 Even after termination, certain obligations mentioned under Covenants, Rights and Obligations, Indemnity, Intellectual Property Rights and Dispute Resolution under these Vendor Terms shall continue and survive termination.
10.1 If any provision of these Vendor Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
We may change these Vendor Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised Vendor Terms through the Website. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Vendor Terms incorporating such changes, or otherwise notified you of such changes.
Your use of the Website following any changes to these Vendor Terms will constitute your acceptance of such changes. We may, at any time and without liability, modify or discontinue all or part of the Service; charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service Users.