MERCHANT (STORE) TERMS AND CONDITIONS
All capitalised terms used in these terms and conditions that are not defined herein shall have the meaning given to such terms in the Agreement, which is governed by these terms and conditions.
SECTION A: GENERAL
- Definitions “Device Interaction” shall mean (a) processing of transactions between a Customer Device and a Merchant Device, and (b) system interaction between the Customer Device and the Company Platform;
“Merchant Device” shall mean the device or the software or the systems used by the Merchant at the Merchant Stores which is (or may, at the discretion of the Company) to be integrated with the Company Platform for enabling the Customers to transact (including use of the other Company Products) at the Merchant Stores using the Company Platform, primarily, for selecting the Delivery Methods (as defined in Section B (Scope and Purpose)) of the Merchant Products selected by the Customer and billed by Merchant;
“Company Product(s)” shall mean the handbags (including trolley bags, having ‘Oyeti’ PODs) for placing the Merchant Products (as may be used by the Customers) and the ‘Company PODs’ and ‘Buzzers’ (which may include the Company Software) and other related hardware related to the brand ‘ToneTag’ and/or ‘Oyeti’ owned and operated by the Company, and are placed at the Merchant Stores by the Company for provision of the Company Services, that enables a tone based communication on the devices for the purpose of Device Interaction;
“Company Software” shall mean the proprietary software titled ‘Oyeti’ (and other related software) which is developed and operated by the Company that enables a tone-based communication on the devices for the purpose of Device Interaction;
“Company Services” shall mean services agreed to be availed by the Merchant from, or offered to the Customers by, the Company through the Company Platform;
“Company Platform” shall mean the platform provided to the Customers and/or the Merchant, being a combination of Company Software and Company Products and other related hardware/software developed and owned or licensed (as applicable) to/by the Company for the purpose of Device Interaction;
“Customer(s)” shall mean the customer(s) visiting the Merchant Stores and using Company Platform at the Merchant Stores;
“Customer Device” shall mean the handheld or any such electronic device used by the Customers for the Device Interaction at the Merchant Stores;
“Marks” shall mean any and all trademarks, domain names, designs, trade names and any other similar type of proprietary information of a Party used by it in its business;
“MDR” shall mean the amount deducted by the Company from the settlement amount remitted by the Company to the Merchant for every transaction consummated by the Customer using the Company Platform;
“Merchant Product(s)” shall mean the products selected by the Customer at the Merchant Store and placed in the Company Products (i.e. handbags) and billed (and/or orders fulfilled and delivered) by the Merchant on the Company Platform;
“Merchant Stores” shall mean the grocery stores or supermarkets as detailed in the Agreement, that is/are managed (or owned) by the Merchant; and
“Parties” shall mean a collective reference to the Company and the Merchant. The term “Party” shall be construed accordingly.
- Scope and purpose. The Parties shall diligently perform their respective duties and responsibilities under the Merchant Agreement in respect of the scope and purpose (as detailed in Section B (Scope and Purpose)), such that the Company is able to maximize the reach of the Company Services to the Customers (including by provision of value-added services). To this objective, the Company and the Merchant, during the Term, shall perform all its respective duties, responsibilities and obligations as specified in Section C (Duties, Responsibilities and Obligations)).
- Commercials. The Company shall settle each transaction performed by the Customer in relation to the purchase of the Merchant Products using the Company Platform, as applicable, to the bank account of the Merchant, after deducting MDR for each transaction and as per the settlement terms as agreed and stated in the Agreement. The Merchant shall not be required to pay anything over and above the agreed fee (including MDR) to the Company, save and except that there is a charge or tax or fee levied for settling the transaction amount to the Merchant’s bank account by concerned banks, which shall be borne by the Merchant. The Company, at its sole discretion, shall charge the Merchant for the Company Services, with prior written notification.
- Representations and Warranties. Each Party represents and warrants that, (a) it has the power and requisite authority, permission, approval and sanction to enter into and to exercise its rights and to perform its obligations hereunder; (b) it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder; (c) the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable; (d) neither execution nor performance of the Merchant Agreement will contravene any provision of any applicable laws; or any contract, agreement or document by which it is/may be bound; and (e) its Marks do not infringe the trademarks or other intellectual property and/or proprietary rights of any third party, and the license of the same to the concerned Party does not violate the provisions of, or constitute a default under, any contract to which the Party or any of its affiliates is a party or by which it is bound. Further, The Company disclaims all other warranties, either express or implied, including any warranty of merchantability or fitness for a particular purpose, in regard to the Company Platform.
- Each Party agree that any and all information emanating and disclosed by each Party to other Party for the purpose of the Merchant Agreement, in any form, shall be considered as confidential and proprietary information of the disclosing Party (“Confidential and Proprietary Information”).
- Each Party will: (a) use the Confidential and Proprietary Information only for the performance of the Merchant Agreement, (b) disclose Confidential and Proprietary Information only to its employees or third parties who are legally bound in writing to protect the Confidential and Proprietary Information in accordance with terms and conditions no less stringent than those imposed under the Merchant Agreement, and (c) protect the Confidential and Proprietary Information using the same degree of care, but no less than reasonable care, as the receiving Party uses to protect its own confidential information of a like nature. Within 30 (thirty) days of written request of the disclosing Party, the receiving Party will return or destroy all Confidential and Proprietary Information of the disclosing Party, including all copies thereof, and will certify to such return or destruction in writing to disclosing Party. Unless otherwise specified, each Party’s obligations with respect to the Confidential and Proprietary Information of the other Party will continue for 5 (five) years from the date of termination of the Merchant Agreement.
- Each Party recognizes and acknowledges that the other Party would not have any adequate remedy at law for the breach by the receiving Party of any one or more of its obligations contained in this Clause 5, and agrees that, in the event of any such actual or potential breach, the non-breaching Party may, in addition to the other remedies which may be available to it, seek such injunctive or other equitable relief, without the requirement to post a bond or other security.
- Intellectual Property
- The Merchant hereby grants to the Company, during the Term hereof, a limited, sublicensable, transferable, royalty-free, non-exclusive right and license to use the Merchant’s Marks solely for the purpose of the arrangement contemplated under the Merchant Agreement.
- Each Party acknowledges and agrees that it has no right, title or interest in the other Party’s Marks, except the limited use of the same as provided in Clause 6.1 above or as otherwise provided in writing by the Parties, and that nothing in the Merchant Agreement shall be construed as an assignment or grant to any right, title or interest in the other Party’s Marks. All uses of the Marks owned by the Party and the goodwill created therein shall inure to the benefit of the Party owning the Marks. Each Party shall assist the other Party in the maintenance and protection of the other Party’s Marks and any registrations therefore by taking such acts and executing such documents, at the other Party’s expense, as the other Party reasonably requires to protect or register its Marks anywhere in the world. Further, each Party agrees to promptly notify the other Party of any conflicting uses of or any acts of infringement or unfair competition involving the other Party’s Marks by unauthorized persons of which the Party has knowledge.
- Any specific use by Merchant of the Company’s Marks (for itself or for the Merchant Stores) in any advertising copy, brochures, or literature or in promotional material shall be submitted in advance for approval in writing by the Merchant to the Company. It is clarified that the Company shall, in its sole discretion, in any advertising copy, brochures, or literature or in promotional material shall have the right to use the Merchant’s Marks (without changing/modifying the design of the Merchant’s Marks) in any promotional and marketing activity (or for displaying of the Merchant’s credentials) undertaken on/for the Company Platform/ Company Products.
- In use of the Marks of the Company (“Licensor”), the Merchant (“Licensee”) will comply with any trademark usage guidelines that the Licensor may communicate to the Licensee from time to time. The Licensee will provide the Licensor with copies of any materials (including advertising copy, brochures, literature or promotional material) bearing any of the Licensor’s Marks as requested by the Licensor from time to time. If the Licensee’s use of any of the Licensor’s Marks, or if any material bearing such Marks, does not comply with the then-current trademark usage policies provided in writing by the Licensor, the Licensee will promptly remedy such deficiencies upon receipt of written notice of such deficiencies from the Licensor.
- The Parties acknowledge and agree that, except for the rights and licenses expressly granted by each Party to the other Party under the Merchant Agreement, each Party will retain all right, title and interest in and to its products, services, Marks, and all content, information and other materials, and nothing contained in the Merchant Agreement will be construed as conferring upon such Party, by implication, operation of law or otherwise, any other license or other right.
- Indemnity and Limitation of Liability
- The Merchant agrees to indemnify, defend and hold harmless the Company from and against any and all claims, damages, liabilities, losses, judgments, costs (including reasonable attorneys’ fees) arising directly out of, or relating to: (a) Merchant’s fraud, negligence or willful misconduct in performance of its obligation stated hereunder; (b) breach of any representations, covenants or warranties provided by the Merchant, (c) claims or demands resulting from any damage or personal injury to any third party (including the Customer), resulting from the performance (or non-performance) of the obligations of the Merchant hereunder, (d) any infringement or unauthorized use of intellectual property and associated rights (whether such intellectual property is registered or not) of the Company, and (e) failure to comply with any regulatory/legal requirements and compliances under the applicable laws. Notwithstanding the foregoing, the Company shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice and to institute or defend any claim for which the Company has a right to be indemnified under this clause. The indemnification obligation of the Merchant shall survive the termination of the Merchant Agreement.
- Neither Party shall be liable to the other Party for any special, consequential, punitive, incidental, or indirect damages, or any damages for lost data, business interruption, lost profits, lost revenue or lost business, arising out of or in connection with the Merchant Agreement, however caused and based on any theory of liability, arising out of the Merchant Agreement, whether or not such party has been advised of the possibility of such damage, and notwithstanding any failure of essential purpose of any limited remedy. In no event will the Company be liable or the Merchant be entitled to claim any monetary damages from the Company under the Merchant Agreement.
- Term and Termination
- The term of the Merchant Agreement will be valid for such period until terminated by either Party, in accordance with terms stated in this Clause 8 (“Term”).
- Termination for Convenience. It is clarified that the Merchant shall not be permitted to terminate the Merchant Agreement for convenience. It being clarified that, the Company may terminate the Merchant Agreement anytime upon providing 1 (one) day’s prior written notice to the Merchant.
- Termination for Cause. Each party shall have the right to terminate the Merchant Agreement, by giving a notice in writing to the other party upon the occurrence of any of the following events:
- If the other party commits any breach of any of the terms and conditions of the Merchant Agreement and in case such breaching party fails to cure the breach within a period of 30 (thirty) days from the date of notice of breach; and
- if the other party: (a) voluntarily becomes the subject of a bankruptcy, insolvency or similar proceeding, or (b) makes a composition with its creditors generally, or (c) if a receiver or administrator or trustee is appointed to take possession of the business or properties or undertaking of such party, or (d) if such Party ceases to carry on its business for a period of 60 (sixty) days as presently conducted.
- The Company shall be entitled to terminate the Merchant Agreement, with immediate effect, if, (a) the business of the Merchant dissolves or ceases to function as ‘on a going concern’; (b) if there occurs any change in the control in business of the Merchant without prior written approval of the Company; (c) the Merchant does, or facilitates, any fraudulent act; (d) the Merchant is involved in any criminal or illegal activity, or (e) the Merchant misuses the Company Platform (including the Company Products).
- Consequences of Termination. Upon termination of the Merchant Agreement:
- all rights and license (if any) granted to the Merchant will be revoked and stand cancelled.
- Upon termination, the Merchant acknowledges and agrees that the Company shall be the exclusive owner of all the intellectual property, Confidential and Proprietary Information, material and other material developed or prepared by the Company during the Term of the Merchant Agreement.
- The Merchant shall not be entitled to receive any remuneration or consideration, whereof, pursuant to the termination of the Merchant Agreement.
- Non-Compete and Non-Solicitation
- During the Term of the Merchant Agreement and for 1 (one) year after termination or expiry, the Merchant will not employ or solicit for hire as an employee, consultant or otherwise any of the Company’s professional personnel who have had direct involvement with the activities under the Merchant Agreement, without the Company’s express written consent, provided, however, that neither Party will be precluded from hiring any employee of the other Party who responds to any public notice or advertisement of an employment opportunity or who had terminated his/her employment with the other Party at least 6 (six) months previously, provided that the hiring Party did not solicit the termination.
- In consideration of the obligations performed, provided and facilitated by the Merchant in terms of the Merchant Agreement, the Merchant agrees that it (or any of its affiliates) will not, during the Term and for a period of 3 (three) years thereafter, directly or indirectly, without the prior written consent of the Company, for its own account or on behalf of any person/third-party, engage in, consult with, own, control, manage or otherwise participate directly or indirectly in the ownership and/or venture, any business which is similar to the business of the Company in the geographies where Company is currently operating or was operating for a period of 1 (one) year prior to the Effective Date.
- Notices. Any notice and other communication provided for in the Merchant Agreement shall be in writing and shall be first transmitted by electronic transmission and then confirmed by internationally recognised courier service or registered mail, in the manner as elected by the Party giving such notice to the addresses stated in the Agreement.
- Governing Law. The provisions of the Merchant Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 9.4 below, each Party agrees that the courts at Bangalore, India shall have exclusive supervisory jurisdiction over all disputes arising out of, or as a consequence of, or under the Merchant Agreement.
- Dispute Resolution
- If any dispute arises amongst the Parties hereto during the subsistence of the Merchant Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the Merchant Agreement or regarding a question, including the questions as to whether the termination of the Merchant Agreement has been legitimate, the Parties shall endeavour to settle such dispute amicably.
- In the case of failure by the Parties to resolve the dispute in the manner set out above within 7 (seven) days from the date when a dispute is notified by one Party to the other Party, the dispute shall be referred to and finally resolved by a sole arbitrator, appointed by the Company. The arbitration proceedings shall be conducted as per the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in Bangalore, India and the arbitration shall be conducted in English. The arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings. The arbitrator/arbitral panel’s award shall be substantiated in writing and the Parties shall submit to the arbitrator/arbitral panel’s award which shall be enforceable in any competent court of law.
- Force Majeure. In the event either Party is prevented from performing its obligations under the Merchant Agreement solely by circumstances beyond its reasonable control and without the fault or negligence of such Party, upon the prompt giving of written notice to the other Party detailing such force majeure and its anticipated duration, the obligations of the Party (except payment obligations of the Merchant) so prevented shall be excused during such period of force majeure, and such Party shall take whatever reasonable steps are appropriate to relieve the effect of such force majeure as rapidly as possible.
- Further Assurances. The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to perform the obligations contemplated under the Merchant Agreement in the manner contemplated herein.
- Amendment. No amendment, supplement, modification or clarification to the Merchant Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties.
- Entirety. The Merchant Agreement, in relation to the subject matter hereof, (a) contains the entire understanding between the Parties, and (b) supersedes all previous verbal and written understanding or any other documents issued/exchanged by the Parties.
- Severability. If any provision of the Merchant Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected.
- Assignment. Merchant shall not be entitled to assign any of its rights and obligations as contained in the Merchant Agreement except with prior written consent of the Company. However, the Company shall be entitled to assign its rights and obligations under the Merchant Agreement to any of its affiliates/group companies/entities.
- Waiver. The failure of either Party to enforce at any time any provision of the Merchant Agreement may not be construed to be a continuing waiver of those provisions.
- Non-exclusivity. Nothing in the Merchant Agreement shall be construed as creating an obligation of exclusivity on the Company. The Company shall, at all times, be entitled to engage with other entities (having similar business as the Merchant) for the purpose of performing/executing any services similar or identical to the Company Services.
- No Partnership. The Parties agree that nothing in the Merchant Agreement shall in any manner be deemed to constitute a partnership between the Parties hereto and no Party shall have any authority to bind or shall be deemed to be the agent of any other Party(ies) in any manner whatsoever.
- Counterparts. The Merchant Agreement may be executed by the Parties in separate counterparts and all of which taken together shall constitute one and the same instrument.
- Costs and expenses. Each Party shall bear its own costs and expenses in relation to and entering into this Merchant Agreement.
- Survival. Provisions of the Merchant Agreement that by their nature should continue in force beyond the completion or termination of the Merchant Agreement will remain in force.
- Non-Compete and Non-Solicitation
SECTION B: SCOPE AND PURPOSE
- Subject to terms of the Merchant Agreement, the Merchant and the Customer, as the case may be, will be entitled to avail the Company Services facilitated through the Company Platform, in the following manner:
- The Customer would be able to physically select the Merchant Products (as may be available in the Merchant Stores) and place the same in the Company Products (being the handbags), as placed at the Merchant Stores. Thereafter, the Customer through its Customer Device shall opt for Delivery Method(s) on the Company Platform, which shall be notified to the Merchant on the Merchant Device;
- The Merchant will have limited license to the dashboard provided by the Company which can be accessed on the Merchant Device, to be able to see the (i) Delivery Methods of the Merchant Products placed in the Company Products (being the handbags), and (ii) payments made, by the Customer using the Company Platform; and
- Unless otherwise agreed between the Parties, the Company shall not offer any customizations to the Company Platform, including the dashboard provided by the Company.
- The Customer shall be entitled to avail the Company Services through using and accessing the Company Product (being the ‘Buzzer’). The terms of such aforesaid Company Services availed by the Customer shall be governed by the terms and condition as may be provided in the Company Platform accessed by the Customer via the Customer Device.
- The access to the dashboard provided by the Company for using the functionality of the Company Platform can be availed by the Merchant to monitor and access the details of Delivery Methods of the orders placed by the Customers (including the payments made by Customers for the aforesaid orders) in relation to the Merchant Products, in the following manner:
- The access to the dashboard (and related functionality) of the Company Platform that will be given to the Merchant will be decided mutually between the Parties; and
- The Merchant(s) will be given the login credential (being the login ID and the password) (“Login Credential(s)”) to access the Company Platform. The password to access the Company Platform may be changed by the Merchant. Further, it is clarified that the Login Credentials provided to the Merchant to access the Company Platform are confidential in nature and the Merchant will be solely responsible to maintain the confidentiality and security of the Login Credentials and the Company shall under no circumstances be liable in case of any breach of confidentiality and security of such Login Credentials.
- Other terms and conditions:
- Except as expressly provided in the Merchant Agreement, nothing in these Terms and Conditions will be deemed to grant the Merchant any license, sublicense, copyright interest, proprietary right, usage rights or other claim against or interest in the Company’s copyrights, patents, trademarks, trade secrets, or other intellectual property rights;
- The Merchant acknowledges and agrees that certain components of the Company Platform are hosted on third party servers and may be available to multiple users and clients at the same time; and
- The Company does not guarantee or warrant on any direct/indirect business to the Merchant as part of the Merchant Agreement.
- Additional definitionsFor the purpose of this Section B and these Terms and Conditions, and the terms of this Section B, unless the context clearly indicates a contrary intention, the following words or expressions shall have the meaning assigned herein:
- “Product Home Delivery” shall mean the Merchant Products, selected and placed by the Customer(s) in the Company Products (being the handbags), which are to be delivered by the Merchant to the address of the Customer, as may be provided by the Customers on the Company Platform and accessible by the Merchant on the Merchant Device, after the payment the aforesaid Merchant Products is made by the Customer on the Company Platform;
- “Product Self-Pick Up” shall mean the Merchant Products, selected and placed by the Customer(s) in the Company Products (being the handbags), which will be picked up/collected by the Customer from the Merchant Stores post payment made by the Customer on the Company Platform; and
- “Delivery Method(s)” shall mean Product Home Delivery and/or the Product Self Pick-Up, as the case may be, and as selected by the Customer.
SECTION C: DUTIES, RESPONSIBILITIES AND OBLIGATIONS
- Duties and responsibilities of the Merchant
- The Merchant shall permit the Company to access and use the Merchant Device to integrate the systems and existing information technology infrastructure used by the Merchant at the Merchant Stores with the Company Platform. The Company would require complete support and assistance from the Merchant to integrate the aforesaid systems with the Company Platform.
- The Merchant would accept the Delivery Method(s) requested by the Customer from the Customer Device using the Company Platform, and the Merchant would fulfill the aforesaid order of the Customer. It is clarified that the Merchant shall diligently fulfill the aforesaid orders of the Customer for both, the Product Home Delivery and/or the Product Self-Pick Up.
- The Company shall be authorized (and be provided related support by the Merchant) to do photography at the Merchant Stores which can be listed and uploaded on the Company Platform.
- That the Merchant will not misbehave or try to influence the Customer to use the Company Platform for the purpose other than as agreed under the Merchant Agreement.
- It shall be Merchant’s responsibility to appropriate bill the Merchant Products as selected and placed in the Company Product (being the handbags), and at no point in time, the Company shall be responsible for any wrong billing of the Merchant Products.
- The Merchant shall ensure that each of the Customers (whether or not using the Company Platform) visiting the Merchant Stores are given exactly the same treatment and attention (without any discrimination), as the other customers of the Merchant.
- The Merchant shall bear its financial responsibility arising out of or in connection with the Merchant Agreement, including but not limited to, infrastructure cost (if any) for any installation in the Merchant Stores, etc.
- The Merchant authorizes the Company to collect the amount(s) paid by the Customer towards the Merchant Products purchased from the Merchant Stores using the Company Platform. The Merchant further agrees and acknowledges that the Company shall deduct MDR from the transaction amounts paid by the Customer using the Company Platform towards the purchase of the Merchant Products, as specified and detailed in the Merchant Agreement.
- The Merchant shall at all times be in compliance with the applicable laws, including but not limited to, rules and regulations formulated by the Food Safety and Standards Authority of India (FSSAI) from time to time.
- Any data relating to transaction performed using Company Platform will be processed and passed on to the Company on a daily/real-time basis, and the Merchant shall inform the Company immediately in case of any discrepancies in the settlement amounts.
- All transactions performed by Customers using Company Platform are in Indian Rupees, unless otherwise approved in writing by the Company.
- All the support and assistance, as and when required, is provided to the Company for an audit and/or inspection by the Company (or its nominees or assigns) and/or its auditors and/or regulators and/or any such third party appointed by the Company (a) of books and records, accounts, premises, transactions performed by the Merchant using Company Platform, and/or (b) of all the daily transaction (including related reports and other data in relation to the Customer(s).
- The Merchant shall (upon request from the Company) affix any/all materials (“Material(s)”) in the Merchant’s premises (including Merchant Stores), as may be provided by the Company, for such duration as may be required by the Company. In case the Merchant wishes to remove the Materials, the Merchant will reach out to the Company for the same.
- The Merchant shall ensure to keep the Company Product (including the Buzzer and PODs, as placed in the Merchant Stores) switched-on during the working hours of the Merchant Stores.
- The Merchant acknowledges that any transaction performed/completed by the Customer(s) through the Company Platform in relation to the Merchant Stores shall be construed as an agreement between the Merchant and the Customer, and the Merchant shall bear full responsibility for performance of its obligations to the Customer, including but not limited to fulfilment of orders placed by the Customer.
- The Merchant shall not, nor shall the Merchant allow any other person or entity, to reverse engineer, decompile, or use any other means to try to ascertain the source code of the Company Products.
- The Merchant shall not, nor shall the Merchant allow any other person or entity, to sell or re-sell, license or rent the Company Products.
- The Merchant shall ensure that the (i) Company Products placed in the Merchant Stores are not stolen, and (ii) are not permitted to be taken outside the premises of the Merchant Store. Any loss incurred to the Company under this provision, shall be remedied by the Merchant and the Company shall have the right to recover the damages from the Merchant in the manner it deems fit.
- Duties and responsibilities of the Company
- The Company shall implement a mechanism on the Company Platform by way of which the Customer(s) can access the details of the Merchant Products billed by the Merchant and make payment for the orders billed by the Merchant.
- The Company shall on best efforts basis ensure that the Company Platform has the technical and functional specifications so that Customers upon being present at the Merchant Stores are able to access and select the Delivery Method(s) of the Merchant Products to be billed by the Merchant, which shall be accessed and visible to the Merchant on the dashboard provided by the Company.
- The Company shall bear its financial responsibility arising out of or in connection with the Merchant Agreement, including but not limited to, cost associated with providing the Company Product to be installed in the Merchant Stores, etc.
- The Company shall provide necessary training (if required) to the Merchant in relation to the use of the Company Platform.
- Obligations of the Parties
- The Merchant will not release any publicity or marketing documents or information concerning the Merchant Agreement without the Company’s prior written consent. In no case shall either Party refer to the other Party as an alliance or joint venture partner. While the Merchant Agreement is in effect, the Company may include the Merchant’s name in a list of entities with which it has entered into an arrangement/agreement for the Company Platform (as applicable) without the Merchant’s prior approval.
- The Parties shall provide each other with their respective logos (in mutually agreeable formats) for use solely in connection with the activities contemplated under the Merchant Agreement.
- The Parties shall, if required, mutually agree to create joint promotional materials in connection with their activities under the Merchant Agreement.
- The Merchant agrees and accepts that the Company will establish references of the Merchant Stores on the Company Platform and such other websites owned and operated by the Company within its control or control of its Affiliates regarding the Company Services made available to the Customers.
- Neither Party shall be obliged to enter into any agreement with the other Party and will not act in a manner intended to interfere with the cooperative purposes of the Merchant Agreement.
- Unless otherwise agreed to by the Parties, each Party will be responsible for the costs and expenses incurred by it in connection with its respective obligations under the Merchant Agreement.
- No Disparagement. Notwithstanding anything in the Merchant Agreement, neither Party will make any claims, representations or warranties on behalf of the other Party or bind the other Party, and neither Party is authorized to do so by the Merchant Agreement. The relationship between the Parties will be that of independent contractors. Nothing contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither Party will have the right, power or authority to bind or create any obligation, express or implied, on behalf of the other Party. During the Term of the Merchant Agreement, each Party shall not make any public statement disparaging the other Party’s Marks, products or services.
- Each Party shall ensure that all of its employees, officers, agents and representatives connected with each Party’s obligations under the Merchant Agreement prevent abuse of the Company Platform.
- The taxes as may be applicable (and to be levied) on the Merchant Products shall be collected by the Merchants from the Customers and shall be sole responsibility of the Merchant and not the Company.