Welcome to U-Think V-Deliver Trade Solutions, a portfolioof optional merchant services.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THESERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THEBUSINESS YOU REPRESENT ("YOU") AND RAMESH KUMAR DUBEY HUF. BY REGISTERING FOROR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BEBOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIESFOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE UTHINKVDELIVER.COM SITE.
As used in this Agreement, "we," "us," and "U-Think V-Deliver" means the RAMESH KUMAR DUBEY HUFcompany named in the applicableService Terms. Capitalized terms have the meanings listed in the below. If there is any conflict between theseGeneral Terms and the applicable Service Terms, the Service Terms will govern.
In order to register with us, you must complete the registration process for one or more of the Services.Use of the Services is limited to parties/sellers/firms that can lawfully enter into and form contracts under applicable Law. Aspart of the application, you must provide us with your (or your business') legal name, address, phone number,e-mail address and applicable tax registration details. We may at any time cease providing any or all of theServices at our sole discretion and without notice.
2. Service Fee Payments
Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses inconnection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. Forthe Uthinkvdeliver.com Site that you register for or use a Service in connection with, we may require you to submit valid bank account information or legal payment interface of youraccount for a bank account in your name that is with a banklocated within India and enabled, for Your Account (which functionality may be modified or discontinued by us atany time without notice) (with respect to the Uthinkvdeliver.com Site, "Your Bank Account"). You will use only a nameyou are authorized to use in connection with the Service and will update such information as necessary toensure that it at all times remains accurate and complete. At RAMESH KUMAR DUBEY HUF’s option, all payments to you will be made toYour Bank Account, via cheque or electronic transfers or other means as specified by us. You agree thatRamesh Kumar Dubey HUF shall not be liable for any failure to make payments to you on account of incomplete or inaccurateinformation provided by you with respect to Your Bank Account.
Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed inthe Local Currency INR, and all payments contemplated by this Agreement will be made in the Local Currency INR. If wediscover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you bydeducting from future payments owed to you, or seeking such reimbursement fromyou by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faithdispute with RAMESH KUMAR DUBEY HUFconcerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance inconnection with the Agreement may result in a significant number of customer disputes, chargebacks or otherclaims in connection with the Uthinkvdeliver.com Site, 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 shorterof: (a) a period of One Hundred Eighty (180) calendar days following the initial date of suspension; or (b) completion of anyinvestigation(s) regarding your actions and/or performance in connection with the Agreement. You agree thatwe are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration for one or more of the Services(the "Effective Date") and continue until terminated by us or you as provided below (the "Term"). We mayterminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for anyreason at any time. You may terminate this Agreement or any Service for any reason at any time by the meansthen specified by U-Think V-Delivertherefor. Termination or suspension of a Service will not terminate or suspend anyother Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survivetermination. Any terms that expressly survive according to the applicable Service Terms will also survivetermination.
You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and licence during the Term and for aslong thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform,display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, andotherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and tosublicense the foregoing rights to our Affiliates and operators of Ramesh Kumar Dubey HUF Associated Properties; provided,however, that we will not alter any of Your Trademarks from the form provided by you (except to re-sizetrademarks to the extent necessary for presentation, so long as the relative proportions of such trademarksremain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided).
you are unable to do so using the standard functionality made available to you via the applicable Uthinkvdeliver.com Siteor Services); provided further, however, that nothing in this Agreement will prevent or impair our right to useYour Materials without your consent to the extent that such use is allowable without a licence from you or yourAffiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or validlicence from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and ingood standing under the Laws of the territory in which your business is registered and are a resident of Indiafor income tax purposes every financial year; (b) you have all requisite right, power and authority to enter intothis Agreement and perform your obligations and grant the rights, licences and authorizations you granthereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws(including but not limited to procuring and maintaining applicable tax registrations) in your performance of yourobligations and exercise of your rights under this Agreement; and (d) you and your financial institution(s) arenot 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 INDIAN Government or other applicable government authority.
You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors,employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or otherliability (including, without limitation, advocate’s fees) (each, a "Claim") arising from or related to: (a) youractual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you,Your Services or Products (including the offer, sale, fulfilment (except with respect to those of Your Products that arefulfilled using the Fulfilment by U-Think V-DeliverService, if any), refund, adjustment, or return thereof), Your Materials,any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personalinjury, death or property damage related thereto; or (c) Your Taxes. You will use legal advisor reasonablysatisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that anyindemnified Claim might adversely affect us, we may take exclusive control of the defence at our expense. Youmay not consent to the entry of any judgment or enter into any settlement of a Claim without our prior writtenconsent, which may not be unreasonably withheld.
a. THE UTHINKVDELIVER.COM SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALSAND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS."AS A USER OF THE SERVICES, YOU ACCESS THE UTHINKVDELIVER.COM SITE, THE SERVICES AND ANY ONLINE PORTAL ORTOOL PROVIDED BY U-THINK V-DELIVERTO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OURAFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS ORGUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATEDHEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OFCOURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION,LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DONOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UTHINKVDELIVER.COM SITE OR THE SERVICES WILL MEET YOURREQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BELIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHERINTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENTOF ANY TRANSACTIONS.SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY.IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND,WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OFMERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENTOR QUIET ENJOYMENT.
b. BECAUSE U-THINK V-DELIVER IS NOT DIRECTLY INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHERPARTICIPANT DEALINGS OR DURING SERVICE GIVE & TAKE BETWEEN SERVICE PROVIDER AND CUSTOMER, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOURELEASE RAMESH KUMAR DUBEY HUF(AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES(ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED ANDUNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCHDISPUTES.
8. Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE,PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU ORANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOUOR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE,BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THISAGREEMENT, EVEN IF U-THINK V-DELIVERHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITYARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAIDBY YOU TO U-THINK V-DELIVER IN CONNECTION WITH THE PARTICULAR SERVICE AND THE UTHINKVDELIVER.COM SITE GIVING RISETO THE CLAIM.
U-Think V-Deliver will maintain atour expense public third party liability insurance in connection with theUthinkvdeliver.com Sitethroughout your association with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by oroccurring in conjunction with the operation of your business in connection with the Uthinkvdeliver.com Site, includingproducts liability and bodily injury, naming U-THINK V-DELIVERand its assignees as additional insureds.
If the Sales Proceeds from Your Transactions or Services through the Fulfilment by RAMESH KUMAR DUBEY HUF Service in connection with the Uthinkvdeliver.com Site exceed the Insurance Threshold during then you will maintain atyour expense throughout the remainder of the Term public third party liability insurance in connection with the Uthinkvdeliver.com Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by oroccurring in conjunction with the operation of your business in connection with the Uthinkvdeliver.com Site, includingproducts liability and bodily injury, naming RAMESH KUMAR DUBEY HUF and its assignees as additional insureds. At our request, youwill provide to us certificates of insurance for the coverage to the following address:
RAMESH KUMAR DUBEY HUF
House No - 422, Ward No - 38, Jamua, P.O. Waidhan, Distt - Singrauli, Madhya Pradesh - 486886
10. Tax Matters
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxestogether with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses orother transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. RAMESH KUMAR DUBEY HUFis notresponsible for collecting, remitting or reporting any service tax, VAT / CST/, goods and services tax or othertaxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit reportand 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 valueadded, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that areimposed 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 tous. You will provide all necessary information including goods and services tax registered address, registrationnumbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods andservices tax invoices. Based on information provided, RAMESH KUMAR DUBEY HUFwill deduce the location of recipient, the billingdetails, 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 underapplicable Law are determined to be deducted and deposited on any payments or remittances to you, RAMESH KUMAR DUBEY HUFwill have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. Noclaim in respect of the taxes deposited would be made by you against RAMESH KUMAR DUBEY HUF.It is your responsibility as a seller on the Uthinkvdeliver.com Site to choose the most applicable product tax codes andassign 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 compliancewith this section, then we may suspend the services provided to you on the Uthinkvdeliver.com Site.For reporting transactions undertaken by you on the Uthinkvdeliver.com Site, you should consider the Merchant Tax Report(MTR) made available to you on Merchant Zone. In case of any discrepancy in the reporting / returns filed by you and RAMESH KUMAR DUBEY HUF, you agree that you will resolvesuch discrepancy immediately and indemnify RAMESH KUMAR DUBEY HUFagainst any tax, interest and penalty payable in thisregard.
During the course of your use of the Services, you may receive information relating to us or our Affiliates or tothe Services that is not known to the general public ("Confidential Information"). You agree that: (a) allConfidential Information will remain RAMESH KUMAR DUBEY HUF’s exclusive property; (b) you will use Confidential Information onlyas is reasonably necessary for your participation in the Services and ensure that persons who have access toConfidential Information will be made aware of and will comply with the obligations in this provision; and (c)you will not otherwise disclose Confidential Information to any individual, company, or other third party,including any Affiliates. You may not issue any press release or make any public statement related to theServices, 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.
12. Force Majeure
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.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create apartnership, joint venture, association of persons, agency, franchise, sales representative, or employmentrelationship between the parties. U-THINK V-DELIVER is not an auctioneer, neither is it an intermediary between thecustomer and the seller. You will have no authority to make or accept any offers or representations on ourbehalf. You will not make any statement, whether on your site or otherwise, that would contradict anything inthis section. This Agreement will not create an exclusive relationship between you and us.
14. Use of RAMESH KUMAR DUBEY HUF Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any RAMESH KUMAR DUBEY HUFTransaction Information (except you may disclose this information as necessary for you to perform yourobligations under this Agreement and provided that you ensure that every recipient uses the information onlyfor that purpose and complies with the restrictions applicable to you related to that information);
(b) use anyRAMESH KUMAR DUBEY HUFTransaction Information for any marketing or promotional purposes whatsoever (except as permittedbelow), or otherwise in any way inconsistent with our or your privacy policies or applicable Law;
(c) contact aPerson that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person;
(d)disparage us, our Affiliates, or any of their or our respective products or services or any customer; or
(e) targetcommunications of any kind on the basis of the intended recipient being an Uthinkvdeliver.com Site user. The terms of thisSection 14 do not prevent you from using other information that you acquire without reference to RAMESH KUMAR DUBEY HUFTransaction Information for any purpose, even if such information is identical to RAMESH KUMAR DUBEY HUFTransactionInformation, provided that you do not target communications on the basis of the intended recipient being an Uthinkvdeliver.com Site user.
15. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements,or other feedback or materials to us in connection with or related to the Uthinkvdeliver.com Site or Services (including anyrelated Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwisedistribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate withgovernmental requests, to protect our systems and customers, or to ensure the integrity and operation of ourbusiness 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 postedcontent.
We may amend any of the terms and conditions contained in this Agreement (including the Service Terms andProgramme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting ofsuch changes on Merchant Zoneor on the Uthinkvdeliver.com Site, and you are responsible for reviewing these locationsand informing yourself of all applicable changes or notices. All notice of changes to the Agreement will beposted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. Youshould refer regularly to Your Account or Merchant Zone, respectively, to understand the current Agreement andProgramme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the Uthinkvdeliver.com Site. YOUR CONTINUED USE OF A SERVICE AFTER RAMESH KUMAR DUBEY HUF’S POSTING OF ANY CHANGESWILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
17. Password Security
Any password we provide to you may be used only during the Term to access Your Account, Merchant zone respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and reviewyour completed transactions. You are solely responsible for maintaining the security of your password. You maynot disclose your password to any third party (other than third parties authorized by you to use Your Account inaccordance with this Agreement) and are solely responsible for any use of or action taken under your password.If your password is compromised, you must immediately change your password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or theConvention on Contracts for the International Sale of Goods& Services. Each party hereby irrevocably consents to theexclusive jurisdiction and venue of the courts at Singrauli(M.P) regarding any dispute with Ramesh Kumar Dubey HUF relating in anyway to this Agreement or your use of the Services. You may not transfer or assign all or any portion of thisAgreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, thisAgreement will be binding on, inure to, and be enforceable against the parties and their respective successorsand assigns. We may perform any of our obligations or exercise any of our rights under this Agreement throughone or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreementwill not constitute a waiver of our right to enforce such provision or any other provision of this Agreementsubsequently. Ramesh Kumar Dubey HUF retains the right to immediately halt any transaction, prevent or restrict access to the Services or takeany other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies. The authentic language of this Agreement and subsidiary or associated documentation shall be English and anytranslations provided are for convenience only. In the event of any conflict or difference in interpretationbetween the English language version of this Agreement and subsidiary or associated documentation and anytranslation of them, the English language version and interpretation shall prevail. You agree we maycommunicate with you in English during the Term of this Agreement.You agree that we may, in our sole discretion, disclose or make available any information provided or submittedby you or related to your participation under this Agreement (including information regarding Your Products orYour Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may berequired by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil anyrequirements under applicable Laws.We will send you all notices, updates and other communications (including transactional, promotional and/orcommercial communication) at the e-mail addresses designated by you, or within Merchant Zone or Your Accountrespectively, or on the mobile number provided by you or any other means then specified by Ramesh Kumar Dubey HUF. Forcontractual 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 Merchant Zone Notification page via 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.You must send all notices and other communication relating to Ramesh Kumar Dubey HUF to us by using the applicable form.Please continue to use Merchant Zone as the primary means of managing your orders and seller account.
This Agreement incorporates and you hereby accept the applicable Service Terms and the applicableProgramme Policies, which Ramesh Kumar Dubey HUF may modify from time to time. In the event of any conflicts between theProgramme Policies and this Agreement, the Programme Policies will prevail. This Agreement represents theentire agreement between the parties with respect to the Services and related subject matter described hereinand 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 controlledby, or is under common control with, such entity, except with respect to Ramesh Kumar Dubey HUF, "Affiliate" means solely itsAffiliates domiciled in India.
"Ramesh Kumar Dubey HUF Associated Properties" means any website or other online point of presence, other than theUthinkvdeliver.com Site, through which any Uthinkvdeliver.com Site or products or services available thereon are syndicated, offered,merchandised, advertised or described.
"Uthinkvdeliver.com Site" means www.uthinkvdeliver.com.
"Ramesh Kumar Dubey HUF Transaction Information" means, collectively, Order Information, and any other data orinformation acquired by you or your Affiliates from Ramesh Kumar Dubey HUF or its Affiliates, or otherwise as a result of theAgreement, the transactions contemplated hereby or the parties' performance hereunder.
"Business Days" means any day of the week (excluding the days on which respective markets are closedor any Force Majeure).
"Content" means copyrightable works and other content protected under applicable Laws.
"Excluded Products" means any products or other items set forth in the excluded products list for theUthinkvdeliver.com Site or any other Ramesh Kumar Dubey HUF Programme Policy that applies to your use of a Service, and any otherproducts or other items that in Ramesh Kumar Dubey HUF's sole discretion are not supported for a Service.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right orany other intellectual property right arising under any Laws and all ancillary and related rights, including allrights of registration and renewal and causes of action for violation, misappropriation or infringement of any ofthe foregoing.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or otherrequirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Indian Rupees (INR).
"Order Information" means, with respect to any of Your Products sold through the Uthinkvdeliver.com Site, the orderinformation and shipping information that we provide or make available to you.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmentalauthority, association, joint venture, division or other cognizable entity, whether or not having distinct legalexistence.
"Programme Policies" means, for the Uthinkvdeliver.com Site, all terms, conditions, policies, guidelines, rules and otherinformation on the Uthinkvdeliver.com Site or on Merchant Zone, including those shown on the "Policies and Agreements"section of Merchant Zone for the Uthinkvdeliver.com Site or elsewhere in the "Help" section of Merchant Zone or Your Accountrespectively (and, for purposes of the Fulfilment by Ramesh Kumar Dubey HUF Service, specifically including the for the Uthinkvdeliver.com Site).
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (includingtaxes 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 taxesand customs duties.
"Merchant Zone" means the online portal and tools made available by Ramesh Kumar Dubey HUF to you, for your use inmanaging your orders, inventory and presence on the Uthinkvdeliver.com Site.
"Service" means each of the following services that Ramesh Kumar Dubey HUF makes available on or in connection with theUthinkvdeliver.com Site: the Selling on Ramesh Kumar Dubey HUF Service and the Fulfilment by Ramesh Kumar Dubey HUF Service.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of thisAgreement 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 protectable under the Laws of any jurisdiction; (b) interfaces, protocols,glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials;and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"),trade name, other proprietary logo or insignia or other source or business identifier, protected or protectableunder applicable Laws.
"Your Account" means the particular account in our systems, in which information about Your Transactions isrecorded, and which is one of the online portals and tools which Ramesh Kumar Dubey HUF may make available to you, for youruse in managing your orders, inventory and presence on the Uthinkvdeliver.com Site.
"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data,materials, and other items provided or made available by you or your Affiliates to Ramesh Kumar Dubey HUF or its Affiliates.
"Your Product" means any product that is made available for listing for sale, offered for sale or sold by youthrough the Selling on Ramesh Kumar Dubey HUF Service and/or fulfilled or otherwise processed through the Fulfilment byRamesh Kumar Dubey HUF Service in connection with Your Account.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliatesoffer or sell products, other than physical stores.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and servicestax and other taxes and duties assessed, incurred or required to be collected or paid for any reason inconnection with any advertisement, offer or sale of products by you on or through or in connection with theServices, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your ortheir respective employees, agents, contractors or representatives. Also, as it is used in the Fulfilment byRamesh Kumar Dubey HUF Service Terms, this defined term also means any of the types of taxes mentioned above that areimposed on or collectible byRamesh Kumar Dubey HUF or any of its Affiliates in connection with or as a result of: (a) the storageof inventory, packaging, Your Products and other materials owned by you and stored by Ramesh Kumar Dubey HUF; or (b) thefulfilment, shipping, gift wrapping or other actions by Ramesh Kumar Dubey HUF to Your Products pursuant to the Fulfilment byRamesh Kumar Dubey HUF Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for brandingpurposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specificinformation or materials.
"Your Transaction" means any sale of Your Product(s) through the uthinkvdeliver.com Site.
Selling on Ramesh Kumar Dubey HUF Service Terms
The Selling on Ramesh Kumar Dubey HUF Service ("Selling on Ramesh Kumar Dubey HUF") is a Service that allows you to list products for saledirectly via the uthinkvdeliver.com Site. Selling on Ramesh Kumar Dubey HUF is operated by Ramesh Kumar Dubey HUF. TheseSelling on Ramesh Kumar Dubey HUF Service Terms are part of the Ramesh Kumar Dubey HUF Services Trade Solutions Agreement ("Trade Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to yourparticipation in Selling on Ramesh Kumar Dubey HUF. BY REGISTERING FOR OR USING SELLING ON RAMESH KUMAR DUBEY HUF, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AND THESE SELLING ONRAMESH KUMAR DUBEY HUF SERVICE TERMS. Unless defined in these Selling on Ramesh Kumar Dubey HUF Service Terms (including the ), allcapitalized terms have the meanings given them in the Trade Solutions Agreement.
S-1. Your Product or Service Listings and Orders
S-1.1 Products or Service and Product or Service Information. You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that youmake available to be listed for sale through the Uthinkvdeliver.com Site and promptly update such information asnecessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials,Your Products (including packaging) and your offer and subsequent sale of any of the same on the Uthinkvdeliver.com Sitecomply 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 anyinformation for, or otherwise seek to list for sale on the Uthinkvdeliver.com Site, any Excluded Products; or provide anyURL Marks for use, or request that any URL Marks be used, on the Uthinkvdeliver.com Site.
S-1.2 Product or Service Listing; Merchandising; Order Processing. We will list Your Products or Services for sale on the Uthinkvdeliver.com Site in the applicable productor Service categories which are supported for third party sellers generally on the Uthinkvdeliver.com Site on the applicable Selling on Ramesh Kumar Dubey HUF Launch Date, and conduct merchandising and promote Your Products or Services as determined by us (including via the Ramesh Kumar Dubey HUF Associated Properties or any other functions, features,advertising, or programs on or in connection with the Uthinkvdeliver.com Site). Ramesh Kumar Dubey HUF reserves its right to restrict at anytime in its sole discretion the access to list in any or all categories on the Uthinkvdeliver.com Site. We may usemechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on theUthinkvdeliver.com Site and Ramesh Kumar Dubey HUF may make these ratings and feedback publicly available. We will provide OrderInformation to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance withSection S-6.
S-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, we will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Uthinkvdeliver.com Site andfurther subject to any shipping and handling charge Programme Policies for the Uthinkvdeliver.com Site. Any suchamounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject todeduction of applicable charges as may be determined by us and you are solely responsible for reporting andremitting anyapplicable taxes on the shipping and handling charges.For Ramesh Kumar Dubey HUF-Fulfilled Products, Ramesh Kumar Dubey HUFwill determine what the shipping fees will be and will display and collect them accordingly in accordance withthe Fulfilment by Ramesh Kumar Dubey HUFService Terms
S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from thetheft and unauthorized use of a third party's credit card information) occurring in connection with YourTransactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of creditcard fraud in connection with any Seller-Fulfilled Product or Services that is not fulfilled strictly in accordance with the OrderInformation and Shipment Information. We may in our sole discretion withhold for investigation, refuse toprocess, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/orcancel orders of Your Products or Services if we ask you to do so (provided that if you have transferred Your Products or Services tothe applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery bysuch carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been chargedfor an order that we stop or cancel.
S-2. Sale and Fulfilment, Refunds and Returns
S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Ramesh Kumar Dubey HUF Service Terms (if applicableto you), for the Uthinkvdeliver.com Site for which you register or use the Selling on Ramesh Kumar Dubey HUF Service, you will:
(a) source,sell, fulfil, ship and deliver your Seller-Fulfilled Products or Services as applicable, and source and sell your Ramesh Kumar Dubey HUF-Fulfilled Products or Services, ineach case in accordance with the terms of the applicable Order Information, these Service Terms and theAgreement, and all terms provided by you and displayed on the Uthinkvdeliver.com Site at the time of the order and besolely responsible for and bear the risk for such activities as applicable;
(b) package each of Your Products in a commerciallyreasonable manner and handover to our delivery boy each of Your Products on or before its Estimated Ship Date and time, and Service should be fulfilled before its scheduled date and time;
(c) retrieve OrderInformation at least once each Business Day;
(d) not cancel any of Your Transactions except as may bepermitted pursuant to your terms and conditions appearing on the Uthinkvdeliver.com Site at the time of the applicableorder (which terms and conditions will be in accordance with this Agreement) or as may be required under thisAgreement;
(e) comply with all Street Date instructions;
(f) notwithstanding any otherprovision of these Service Terms, ensure that you are the seller of all products or services made available for listing for salehereunder;
(g) include an order-specific packing slip within each shipment of Your Products;
(h) identify yourselfas the seller of the product on all packing slips or other information included with Your Products and as thePerson to which a customer may return the applicable product; and For Ramesh Kumar Dubey HUF-Fulfilled Products, if any, the Fulfilment byRamesh Kumar Dubey HUF Service Terms will apply to the storage,fulfilment and delivery of such Ramesh Kumar Dubey HUF-Fulfilled Products.
S-2.2 Returns and Refunds. For all of Your Products or Services that are not fulfilled using Fulfilment by Ramesh Kumar Dubey HUF, you willaccept and process returns, refunds and adjustments in accordance with these Service Terms and the Ramesh Kumar Dubey HUFRefund Policies published at the time of the applicable order, and we may inform customers that these policiesapply to Your Products. We will determine and calculate the amount of all refunds and adjustments (includingany taxes, shipping and handling or other charges) or other amounts to be paid by you to customers inconnection with Your Transactions. You will route all such payments through Ramesh Kumar Dubey HUF. We will provideany such payments to the customer (which may be in the same payment form originally used to purchase YourProduct), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled usingFulfilment by Ramesh Kumar Dubey HUF, the Ramesh Kumar Dubey HUF Refund Policies published at the time of the applicable order will apply andyou will comply with them. You will promptly provide refunds and adjustments that you are obligated to provideunder the applicable Ramesh Kumar Dubey HUF Refund Policies and as required by Law, and in no case later than thirty (15)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 Product), you authorize us to makesuch payments or disbursements from your available balance in the Nodal Account (as defined in Section S-6).In the event your balance in the Nodal Account is insufficient to process the refund request, we will processsuch amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
S-3. Problems with Your Products
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery,
Misdelivery to our delivery boy , or other mistake or act in connection with the fulfilment and delivery of Your Products or Services, exceptto the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) ourfailure to make available to you Order Information as it was received by us or resulting from addressverification . You are also responsible for any non-conformity or defectin, or any public or private recall of, any of Your Products or Services. You will notify us promptly as soon as you haveknowledge of any public or private recalls of Your Products or Services.
S-3.2 UthinkVdeliver Guarantee and Chargebacks. If we inform you that we have received a claim under the "UthinkVdeliverGuarantee" offered on the Uthinkvdeliver.com Site, or any chargeback or other dispute, concerning one of YourTransactions, you will deliver to us:
(a) proof of delivery of Your Product(s) or Service (as applicable) to our delivery boy as applicable;
(b) the applicableRamesh Kumar Dubey HUF order identification number; and
(c) a description of Your Product(s) (as applicable). If you fail tocomply with the prior sentence, or if the claim, chargeback, or dispute is not caused by:
(d) credit card fraudfor which we are responsible under Section S-1.4; or
(e) our failure to make your Order Information availableas the same was received by us or resulting from address verification, then you will promptly reimburse us inaccordance with the terms of the Trade Solutions Agreement for the amount of the customer purchase (includingthe Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associatedReferral Fees retained and not subject to refund by Ramesh Kumar Dubey HUF) and all associated credit card association, bank orother payment processing, re-presentment and/or penalty fees associated with the original purchase and anychargeback or refund, in each case to the extent paid or payable by us or our Affiliates. Post delivery of Services any claim or complaints raised by customer within warranty as mentioned on U-Think V-Deliver site policies, with respect to the service delivered shall be corrected/fulfilled/re-imbursed by service provider with-in 48 hours of incident raised to U-Think V-Deliver, without imposing any charges to the customer.
S-4. Parity with Your Sales Channels Subject to this Section S-4, you are free to determine which of Your Products or Services you wish to list for sale on theUthinkvdeliver.com Site. You will maintain parity between the products or services you offer through Your Sales Channels and theproducts or services you list on the Uthinkvdeliver.com Site by ensuring that at the applicable Selling on Ramesh Kumar Dubey HUF Launch Date andthereafter:
(a) the Purchase Price and every other term of offer and/or sale of Your Product or Services (includingassociated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount,any free or discounted products or other benefit available as a result of purchasing one or more other products,and terms of applicable return and refund policies) is at least as favourable to users of the Uthinkvdeliver.com Site as themost favourable terms upon which a product or servise is offered and/or sold via Your Sales Channels (excludingconsideration of Excluded Offers);
(b) customer service for Your Products or service listed on the Uthinkvdeliver.com Site is at leastas responsive and available and offers at least the same level of support as the most favourable customerservices offered in connection with any of Your Sales Channels (provided that any such customer service will atall times be conducted in a timely, professional and courteous manner) (this requirement does not apply tocustomer service for payment-related issues on Your Transactions, which we will provide); and
(c) the Content,Required Product Information and other information under Section S-1.1 regarding Your Products or services listed on theUthinkvdeliver.com Site that you provide to us is of at least the same level of quality as the highest quality informationdisplayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you willpromptly compensate adversely affected customers by making appropriate refunds to them in accordance withSection S-2.2.
S-5. Compensation You will pay us:
(a) the applicable Referral Fee;
(b) any applicable Closing Fees; and
(c) if applicable, the non-refundable Selling on Ramesh Kumar Dubey HUF Subscription Fee in advance for each month (or for each transaction, ifapplicable) during the Term of this Agreement. "Selling on Ramesh Kumar Dubey HUF Subscription Fee" means the feespecified as such on the for the Uthinkvdeliver.com Site at the time such fee is payable. With respect to each of YourTransactions:
(x) "Sales Proceeds" has the meaning set out in the Trade Solutions Agreement;
(y)"Closing Fees" means the applicable fee, if any, as specified in the for the Uthinkvdeliver.com Site; and
(z) "ReferralFee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Uthinkvdeliver.com Sitespecified on the for the Uthinkvdeliver.com Site at the time of Your Transaction, based on the categorization by Ramesh Kumar Dubey HUF ofthe type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will notinclude any shipping charge set by us in the case of Your Transactions that consist solely of Ramesh Kumar Dubey HUF-FulfilledProducts. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will beexpressed and provided in the Local Currency, and all payments contemplated by this Agreement will be madein the Local Currency.All taxes or surcharges Imposed on fees payable by you to Ramesh Kumar Dubey HUF will be your responsibility.
S-6 Sales Proceeds & Refunds.
S-6.1.Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be madethrough a nodal account or any other payment interface of Ramesh Kumar Dubey HUFbank account (the "Nodal Account") in accordance with the directions issued by Reserve Bank ofIndia for the opening and operation of accounts and settlement of payments for electronic payment transactionsinvolving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 datedNovember 24, 2009. Remittance to you for COD transactions shall be made through the online bank or anyother mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorizeus to collect payments on your behalf from customers for any sales made through the COD mechanism. Youauthorize and permit us to collect and disclose any information (which may include personal or sensitiveinformation such as Your Bank Account information) made available to us in connection with this Agreement toa 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 backa portion or your Sale Proceeds as a separate reserve Reserve"). The Reserve will be in an amount asdetermined by us and the Reserve will be used only for the purpose of settling the future claims of customers inthe event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refundsand chargebacks.
S-6.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the GeneralTerms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Datein respect of an Eligible Transaction. When you either initially provide or later change Your Bank Accountinformation, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have theability to initiate or cause payments to be made to you. If you refund money to a customer in connection withone of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Ramesh Kumar Dubey HUFSite, 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 anadministrative fee.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed byyou.
"Designated Day" means any particular Business Day of the week designated by Ramesh Kumar Dubey HUF on a weekly basis, inits sole discretion, for making remittances to you.
"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our solediscretion) of the Eligible Transaction.
"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale of Your Products or Services), less: (a) the Referral Fees due for such sums; (b) any Selling onRamesh Kumar Dubey HUF Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due tocustomers in connection with the Uthinkvdeliver.com Site; (e) Reserves, as may be applicable, as per this Agreement; (f)Closing Fees, if applicable; (g) Shipping and Handling charges; (h) any other applicable fee prescribed under the Programme Policies; and (i)tax collected at source underapplicable Law.
S-6.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or otherpayment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in andassociated with that Payment Failure.
S-7. Control of Site Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine thecontent, appearance, design, functionality and all other aspects of the Uthinkvdeliver.com Site and the Selling on Ramesh Kumar Dubey HUFService (including the right to re-design, modify, remove and alter the content, appearance, design,functionality, and other aspects of, and prevent or restrict access to any of the Uthinkvdeliver.com Site and the Selling on Ramesh Kumar Dubey HUF Service and any element, aspect, portion or feature thereof (including any listings), from time to time)and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all productson the Uthinkvdeliver.com Site in our sole discretion.
S-8. Effect of Termination Upon termination of these Selling on Ramesh Kumar Dubey HUF Service Terms in connection with the Uthinkvdeliver.com Site, all rights andobligations of the parties under these Service Terms with regard to the Uthinkvdeliver.com Site will be extinguished,except that the rights and obligations of the parties with respect to Your Transactions occurring during the Termwill survive the termination or expiration of the Term.
S-9. Tax Matters In addition to the General Terms, you agree that, unless otherwise agreed by Ramesh Kumar Dubey HUF in advance in writing, theprice stated by you for Your Products is inclusive of all taxes including VAT/CST/GST, customs duty, excise duty orother tax or levy that you may be required to remit in connection with such sale.All payments by Ramesh Kumar Dubey HUF to you shall be made subject to any applicable withholding taxes and tax collection atsource under all applicable Laws. Ramesh Kumar Dubey HUF will retain, in addition to its net fees together with any applicable
taxes Ramesh Kumar Dubey HUF determines it is obligated to charge or collect on the fees, an amount equal to the legallyapplicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legallyapplicable taxes and delivering to Ramesh Kumar Dubey HUF sufficient documents evidencing the deposit of such tax. Upon receiptof the evidence of deduction of such tax, Ramesh Kumar Dubey HUF will remit the amount evidenced in the certificate to you.Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Daysfrom the end of the relevant month, Ramesh Kumar Dubey HUF shall have the right to utilize the retained amount for dischargingits tax liability.Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amountto Ramesh Kumar Dubey HUF and Ramesh Kumar Dubey HUF shall provide the necessary support and documentation as may be required by you fordischarging your obligations.Ramesh Kumar Dubey HUF has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities.
In case Ramesh Kumar Dubey HUF successfully procures such an order, it will communicate the same to you. In that case, theamounts retained shall be in accordance with the directions contained in the order as in force at the point intime when tax is required to be deducted at the source.
Selling on Ramesh Kumar Dubey HUF Definitions
"Ramesh Kumar Dubey HUF-Fulfilled Products or Services" means any of Your Products or Services that are fulfilled using the Fulfilment by Ramesh Kumar Dubey HUFService.
"Ramesh Kumar Dubey HUF Refund Policies" means the return and refund policies published on the Uthinkvdeliver.com Site.
"Estimated Ship Date" means, with respect to any of Your Products or Services, either: (a) the end of the shippingavailability period (which begins as of the date on which the relevant order is placed by the customer), or theshipping availability date, as applicable, specified by you in the relevant inventory/product or service data feed for YourProduct on the Uthinkvdeliver.com Site; or (b) if you do not specify shipping availability information in suchinventory/product data feed or Your Productor Serviceis in a product or servicecategory that Ramesh Kumar Dubey HUF designates as requiringshipment within specified period as applicable per delivery guidelines (excluding the days on which respective markets are closedor any Force Majeure), 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 Uthinkvdeliver.com Site but that we do not honour or support (but onlyuntil such time as we honour or support the same on the Uthinkvdeliver.com Site); or (b) make available solely to thirdparties that either (i) purchase products solely for resale and who are not end users of such products (i.e.,wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of itsaffiliates' membership-based customer loyalty or customer incentive programs.
"Refund Administration Fee" means twenty percent (20%) of the applicableReferral Fee.
"Required Product or Service Information" means, with respect to each of Your Products or Service in connection with theUthinkvdeliver.com Site, the following (except to the extent expressly not required under the applicable ProgrammePolicies):
(b) SKU and EAN/UPC numbers and other identifying information as Ramesh Kumar Dubey HUF mayreasonably request;
(c) information regarding in-stock status and availability, shipping limitations orrequirements, and Shipment Information (in each case, in accordance with any categorizations prescribed byRamesh Kumar Dubey HUF from time to time);
(d) categorization within each Ramesh Kumar Dubey HUF product category and browse structure asprescribed by Ramesh Kumar Dubey HUF from time to time;
(e) digitized image that accurately depicts only Your Product and doesnot include any additional logos, text or other markings (and that complies with any Ramesh Kumar Dubey HUF published imageguidelines);
(f) Purchase Price;
(g) shipping and handling charge (in accordance with our standard functionalitytherefor);
(h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to bedisplayed in connection with the offer, merchandising, advertising or sale of Your Product;
(i) any vendorrequirements, restocking fees or other terms and conditions applicable to such product that a customer shouldbe aware of prior to purchasing the product;
(l) product dimensions;
(n) adelimited list of technical specifications;
(o) SKU and EAN/UPC numbers (and other identifying information aswe may reasonably request) for accessories related to Your Product that is available in our catalogue; and
(p)any other information reasonably requested by us (e.g., the condition of used or refurbished products,Harmonized System of Nomenclature / Service Accounting Code).
"Seller-Fulfilled Products or Services" means any of Your Products or Services that are not fulfilled using the Fulfilment by Ramesh Kumar Dubey HUFService.
"Selling on Ramesh Kumar Dubey HUF Launch Date" means the date on which we first list one of Your Products for sale on theUthinkvdeliver.com Site.
"Shipment Information" means, with respect to any of Your Products or Services, the estimated or promised shipmentand/or delivery date."Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of aproduct as the date before which specified information regarding such product or Service (e.g., title of a book) should notbe disclosed publicly, or such product or service 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, thatcontains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or anyvariation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the Trade Solutions Agreement; however, as used in these Service Terms,it shall mean any and all such transactions through Selling on Ramesh Kumar Dubey HUF only.
a. THE UTHINKVDELIVER.COM SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALSAND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS."AS A USER OF THE SERVICES, YOU ACCESS THE UTHINKVDELIVER.COM SITE, THE SERVICES AND ANY ONLINE PORTAL ORTOOL PROVIDED BY U-THINK V-DELIVERTO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OURAFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS ORGUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATEDHEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OFCOURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION,LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DONOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UTHINKVDELIVER.COM SITE OR THE SERVICES WILL MEET YOURREQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BELIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHERINTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENTOF ANY TRANSACTIONS.SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY.IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND,WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OFMERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENTOR QUIET ENJOYMENT. b. BECAUSE U-THINK V-DELIVER IS NOT DIRECTLY INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHERPARTICIPANT DEALINGS OR DURING SERVICE GIVE & TAKE BETWEEN SERVICE PROVIDER AND CUSTOMER, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOURELEASE RAMESH KUMAR DUBEY HUF(AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES(ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED ANDUNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCHDISPUTES.