Seller Agreement

THIS SELLER AGREEMENT IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND AdMAVIN (BOTH TERMS DEFINED BELOW). THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND AdMAVIN, INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING, MAKING AVAILABLE, MARKETING, SALE AND/OR DELIVERY OF "ADVERTISEMENT SPACES" THROUGH THE WEBSITE (DEFINED BELOW). IF ANY TERMS OF THIS AGREEMENT CONFLICT WITH ANY OTHER DOCUMENT/ELECTRONIC RECORD, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, UNTIL FURTHER CHANGE / MODIFICATIONS ARE NOTIFIED BY AdMAVIN.

For the purpose of this Agreement, the individual or any legal entity (company, sole-proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only, who has completed AdMAVIN's Seller Registration Form as required by AdMAVIN (hereinafter, referred to as the "Seller" / "You", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART;

AND

Mandark Technologies Private Limited a company incorporated under the Companies Act, 2013, having its registered office at J-304, Bren Avalon, Karthik Nagar Phase-1, Doddanekkundi Extension, Bangalore, Karnataka - 560037, India, with the CIN – U74999KA2016PTC097931 (hereinafter referred to as, "AdMAVIN" which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors, liquidators, receivers, and assigns) shall constitute the SECOND PART.

Seller/You and AdMAVIN may be referred to as the "Party" individually and as the "Parties" collectively, as the context may require.

WHEREAS

  • AdMAVIN is inter alia in the business of owning and operating a website under the name and style "AdMAVIN.com" (the "Website" ), which acts as an online / electronic platform in the form of an intermediary, providing advertisers, internet marketing services, facilitation of payment services, fulfillment support to third party Seller to offer for sale, sell Seller's products and for third party buyers to access variety of products and accept to purchase the products offered by the Seller.
  • You are desirous of using the Website as a platform to exhibit, list out, make available, sell or renting out your Advertisement Inventory (defined below) to the users of the Website.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS FOLLOWS:

Definitions

"Acceptance" shall mean acceptance of this Agreement directly or indirectly in electronic form or by means of an electronic record and shall include your affirmative action of clicking on "I Accept/ I Agree" or the box against these words provided at the end of this Agreement by which action you accept the terms and conditions of this Agreement.

"Advertisement Inventory" shall mean the advertisement spaces proposed to be listed on this website by the Seller on both digital as well as physical medium including hoardings, buses, apartments, airports, etc.

"Agreement" shall mean this Seller Agreement in its entirety, including all the annexure attached to or referenced to this Agreement, Website Policies and any other document pursuant to this Agreement and shall include any amendment thereto, from time to time.

"Applicable Laws" includes (a) statute, statutory instrument, bye-laws, order, directive, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body.

"Buyer" shall mean any user of the Website who accepts to hire/purchase Seller's Advertisement Inventory through the Website.

"Consents" include all consents, licenses, authorizations, approvals, permissions, certificates, permits and any other form of consent (whether statutory, regulatory, contractual or otherwise).

"Intellectual Property Rights" means all rights to patents, designs, copyrights, trademarks, service marks, database, domain name, moral rights (whether or not any of those is registered and including applications for registrations of the foregoing) together with all trade secrets, know-how and all rights or forms of protection of a similar nature and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Seller Dashboard" shall mean a web page / electronic account of the Seller on the Website with a unique login id and password for the Seller to exhibit, list out, make available, sell or renting out it's Advertisement Inventory on the Website.

"Selling Price" shall mean the price of an Advertisement Space in Indian Rupees (INR) at which such the said Advertisement Inventory is exhibited, listed out or offered for sale by the Seller on the Website.

"Term" shall mean the period commencing from the date of this Agreement up to the termination of this Agreement in accordance with Article 13 as provided herein below.

"Territory" shall mean the Republic of India.

"Website Policy(ies)" means various rules and policies on the Website as may be relevant or applicable to the Seller to take necessary actions in response to any listing or content take-down or infringement notice from a third party and such other policy (including any amendments thereof) which AdMAVIN may issue and make applicable to the Seller.

Completion of Seller Registration and Acceptance

As a part of the registration process, You state that You have completed the Seller Registration Form and provided other relevant details as required by AdMAVIN. You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a Seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under Applicable Laws.

You have the option of accepting or declining to accept this Agreement. Please provide your Acceptance to this Agreement if and only if you are agreeable to the terms and conditions provided herein. Upon Your Acceptance, this Agreement shall become binding on You. Without prejudice to the binding nature of this Agreement upon Your Acceptance, AdMAVIN may, as an additional electronic record of this Agreement, send an "Agreement Acceptance Notification" in electronic form, along with an electronic copy of this Agreement in PDF or any other readable and storable format to the email address provided by You in the Seller Registration Form.

If You are not agreeable to the terms and conditions of this Agreement, please DO NOT accept this Agreement and do not use the Website for the purpose of exhibiting, listing out, making available, selling or renting out your Advertisement Inventory. This will stop the Seller registration process.

You will be solely responsible for maintaining the safety and confidentiality of Your log-in, password and details in relation to the Seller Dashboard and the information provided therein, and shall be fully responsible for all activities that occur under Your Seller Dashboard. You agree to (a) immediately notify AdMAVIN (to the Grievance Officer) of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your Seller Dashboard account at the end of each session. AdMAVIN shall not be liable for any loss or damage arising from Your failure to keep Your Seller Dashboard protected from any unauthorized access, blockage, misuse or any other unauthorized use and You shall indemnify AdMAVIN in accordance with this Agreement for any such unauthorized use.

AdMAVIN reserves the right to suspend or terminate access to Seller registered on the Website and the Seller Dashboard, at any time and without assigning any reasons for doing so.

Listing, Sale and Delivery of the Advertisement Inventory

By exhibiting, listing out, making available, selling or renting out your Advertisement Inventory on the Website, You agree that You are making an "offer" with respect to your Advertisement Inventory to the users of the Website and such offer, upon acceptance by a user, shall be binding on You. The usage of such Advertisement Inventory and other terms of sale or lease shall be further subject to Website Policies.

You shall provide true, complete and correct details in relation to your Advertisement Inventory on the Website for the purpose of its classification in the appropriate category, which may include an informative description of the demographics, dimensions, permissible contents which may include a visual snapshot of the purported Advertisement Space (in case of physical medium). You hereby permit, and hereby grant all the rights and licenses to AdMAVIN to use Your aforesaid information and materials for publishing or listing out the purported Advertisement Inventory on the Website.

You represent and warranty that the description of the Advertisement Inventory shall not be misleading and shall endeavor to inform the user about the real time visibility of such an Advertisement space. You represent that you have obtained all Consents as may be required in order to provide the information and description of the Advertisement Inventory on the Website.

You shall be solely responsible for ensuring that the Seller Dashboard is updated and reflects the real-time availability / non-availability of the Advertisement Inventory listed on the Website. You shall be responsible for claims made by Buyers for inaccurate details that are displayed on the Website due to any negligence / default on Your part to provide updated and accurate information. You shall retain adequate inventory of the advertisement spaces listed on the Website for successful and timely fulfillment of orders.

On the Buyer selecting to purchase or lease out the specific Advertisement Space exhibited, or listed by You on the Website and making the payment of the Selling Price through the payment gateway provided on the Website, You will be informed through an electronic notification on the Seller Dashboard, along with the details of the purchase/lease transaction done by the Buyer on the Website. You shall forthwith ensure that the Advertisement Space as displayed on the Website is made available to the Buyer in accordance with Applicable Laws and shall immediately fulfill and complete the order of the Buyer.

You shall ensure that the Advertisement Space as ordered by the Buyer is made available to the Buyer within such time period which AdMAVIN may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to advertise his products or services on the Advertisement Space so purchased from or on the stipulated date and for the requisite duration.

AdMAVIN reserves the right to demand any document related to the Advertisement Space listed by You including documents required for the verification of the particular Advertisement Inventory.

You shall not submit any incorrect, incomplete, misleading or fake documents like invoices, authorization certificate or any other document called for by AdMAVIN, or re-register with another name in the event of getting delisting from the Website.

You hereby agree and acknowledge that any Advertisement Space proposed to be listed by You on the Website may be refused to be accepted or listed on the Website by AdMAVIN. You acknowledge and agree to AdMAVIN's right to do so.

For the purpose of marketing or promoting the Website and other services, AdMAVIN may run various promotional offers from time to time to the Buyers or otherwise on the Website or in relation to the Website.

All commercial / contractual terms such as selling price of the Advertisement Inventory, representation & warranties, etc., are bipartite contracts between the Buyer and You. AdMAVIN and/or the Website are in the role of intermediaries in all such transactions. The payment facility is merely used by the Buyer and You to facilitate completion of the transaction. Use of the electronic payment facility shall not render AdMAVIN liable or responsible for the non-availability of the Advertisement Inventory listed on the Website or for any other reason whatsoever.

Electronic Communication

When You use the Website or send emails or other data, information or communication to AdMAVIN, You agree and understand that You are communicating with AdMAVIN through electronic records and You consent to receive communications via electronic records from AdMAVIN periodically and as and when required. AdMAVIN will communicate with You by email or by notices on Seller Dashboard or electronic records on the Website which will be deemed adequate service of notice / electronic record. To the maximum extent permitted under any applicable law, You hereby waive all your rights to challenge the service of documents under any and all legal proceedings if the document is served on your designated electronic address including Seller Dashboard in terms of Information Technology Act, 2000.

Commercials

The fee schedule, including refunds and cancellation fees, for the services shall be agreed between you and AdMAVIN separately based on the general schedule provided here:

  • AdMAVIN will charge 5% as a transaction fee for any sale of advertising inventory that happens through the Website;
  • The transaction fee shall be chargeable to the Seller;
  • 5% will be charged on the final transaction amount (i.e. the final amount to be paid by the Buyer, including the service tax). That means that if an advertising inventory can be rented out for INR 100 for a month, assuming 15% service tax, AdMAVIN will charge 5% on the final amount (100 + .15*100 = 115) = INR 5.75;
  • This 5% transaction charge shall be uniform across all media types;
  • The transaction fee will be deducted directly from the amount paid to AdMAVIN by the Buyer, before AdMAVIN transfers the final amount payable to the Seller;
  • By accepting the Terms & Conditions and/or signing on the Seller Agreement, the Seller adhere to the 3 days' AdMAVIN Guarantee. The guarantee states that the requisite advertisement shall be put up on the purchased advertising space within a period of 3 working days (this excludes weekends, public and national holidays, strikes etc.) from the time of uploading of the creatives (advertising content) by the Buyer on the Website;
  • If the Seller is unable to fulfil the order within the above-mentioned guarantee period, the Buyer will be asked to confirm (by AdMAVIN) if they want to wait further for fulfilment of the order or cancel the order completely. If the Buyer cancels the order, the entire amount paid by the Buyer to AdMAVIN will be refunded to the Buyer (within a period of 15 working days);
  • In case the Seller cancels an order (before the completion of the 3 day period) for which the Buyer has already made a payment to AdMAVIN, the entire amount will be refunded back to the Buyer;
  • In case the Seller is not able to adhere to the 3 days' AdMAVIN guarantee, a penalty amount of INR 2,500 or 10% of the total order value (whichever is HIGHER) will be applicable on the Seller per day of further delay in the order processing. If there are any payments due to the Seller from AdMAVIN, the above-mentioned penalty amount will be deducted from the Amount Payables before being transferred to the Seller. If there are no payments due, the above-mentioned penalty will be noted and the amount will be deducted from any payments that may become due to the Seller in the future; and
  • In case of order cancellations by the Seller, the cancellation charges that will be levied on the Sellers will be as per the following slabs:

    Cancellation Period Charges to be Levied
    > 3 months before booking start date Zero cancellation charges
    Between 1 – 3 months from booking start date Lower of INR 2,500 or 5% of the Total Order Value
    Between 7 days – 1 month from booking start date Lower of INR 5,000 or 10% of the Total Order Value
    Between 3 days – 7 days from booking start date Lower of INR 10,000 or 25% of the Total Order Value
    Less than 3 days from booking start date Lower of INR 25,000 or 50% of the Total Order Value

AdMAVIN shall have the right to amend the fee (as provided in Clause above) applicable to each Advertisement Inventory category and/or add or introduce any new fee or charges and/or the Payment Cycle. Accordingly, prior to the implementation of the revised fee (as provided in Clause 5.1 above) or new fee or Payment Cycle for any Advertisement Space, AdMAVIN shall notify You, by way of an email and/or a notification on the Seller Dashboard detailing such additions/modifications/ amendments/ revisions to the fee or Payment Cycle. It shall be the Seller's responsibility to read the emails / notifications sent by AdMAVIN from time to time. Your use of Seller Dashboard (including any updating any information in Seller Dashboard, listing of Advertisement inventory maintenance, etc.) after additions/modifications/ amendments/ revisions of the fee (as provided in Clause 5.1 above) or Payment Cycle shall be deemed as acceptance of such additions/modifications/ amendments/ revisions.

For all orders placed on the Website, the Selling Price shall be collected by AdMAVIN for the Seller in the mode as selected by the Buyer while placing the order (i.e., payment gateway or any pre-paid payment instruments or payment systems). You hereby authorize AdMAVIN or its third party service providers to process, facilitate, collect and remit Seller Proceeds to You into a bank account designated by you ("Designated Account"). The Designated Account shall be in Your name and shall be opened and operated in accordance with all Applicable Laws, and You further represent and warrant that Your know your customer (KYC) details with such Designated Account shall always be true and current. You also agree that, in doing so, AdMAVIN will be merely acting as intermediary with the sole intent and purpose of facilitating the hiring of Advertisement Inventory through the Website. You also agree that the payment facility provided by AdMAVIN is neither a banking service nor a financial service but is merely a facilitator/ facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through other permitted payment systems for the transactions on the Website. Further, by providing the payment facility, AdMAVIN is neither acting as an agent, nor a trustee and nor acting in a fiduciary capacity with respect to any transaction on the Website.

AdMAVIN shall, and You hereby authorize AdMAVIN to, make the payment of the Seller Proceeds to You after deducting AdMAVIN's fees/commission as stated in Clause above. The fees and charges as stipulated in Clause 5.1 may be for services provided by third party service providers of AdMAVIN and AdMAVIN merely deducting one or more of such third party related fee and charges shall not be deemed to be providing the corresponding services to You. You shall be liable or responsible for bank charges or other costs incurred on account of incomplete or inaccurate information provided by You with respect to your Designated Account. In absence of any Seller Proceeds or in the event Seller Proceeds are not sufficient for AdMAVIN to deduct and recover the aforesaid fee and charges, You shall promptly pay such fee and charges upon receipt of the invoice for the same from AdMAVIN.

AdMAVIN shall, at all times, have the right and option to deduct / adjust / off-set any payments due to, or from, You in one sale transaction against any payments due from, or to, You in other sale transactions including recovery/ adjustment/ off-set of any outstanding amount due and payable by You to AdMAVIN from any Seller Proceeds payable to You and You authorize AdMAVIN to such recovery, deduction, off-set or adjustment.

Unless stated otherwise, any and all fees or charges payable by You pursuant to this Agreement are exclusive of applicable taxes, and You agree to pay any taxes that are imposed and payable on such payments.

Payment Transfer Policy

  • The payment for any online order booked through AdMAVIN will be done by the Buyer (Advertiser) to AdMAVIN at the time of order placement
  • Payments can be done via Online Transfers, Net Banking, Credit Card, Debit Card or Payment Wallets
  • The entire amount, once paid, will be credited to AdMAVIN’s bank account
  • The payment to the Seller (Media Owner) will be done by AdMAVIN after deducting the requisite transaction charges and applicable taxes
  • If the advertising space has been purchased for 1 month or lesser, the payment to the Seller will be done in two tranches:
    1. The first payment will be done after half the no. of days for which the site has been booked has elapsed. This means that if the site was booked for 7 days, the first payment will be done on the 4 th day of the booking period. Similarly, if the site was booked for a month, the first payment will be done on the 15 th day of the booking period
    2. The total amount paid to the Seller as a part of the first tranche will be 50% of the total order value (minus the appropriate transaction charges and taxes)
    3. The second payment will be done on the last day of the booking period. The total amount paid to the Seller as a part of the second tranche will be remaining 50% of the total order value (minus transaction charges and taxes)
  • If the advertising space has been purchased for more than 1 month, the payment to the Seller will be done as follows:
    1. The first payment will be done after completing of 15 days from the start of the booking period
    2. The total amount paid to the Seller as a part of the first tranche will be 50% of the amount payable PER MONTH (minus transaction charges and taxes). For example, if a site is booked for 6 months, at a total price of INR 12 lakhs, the amount payable PER MONTH would be 12/6 = INR 2 lakhs. 50% of this amount (i.e. INR 1 lakhs minus transaction charges and taxes) will be transferred as a part of the first tranche
    3. The second payment will be done after completing of one month (30 days) from the start of the booking period. The total amount paid to the Seller as a part of the second tranche will be 50% of the amount payable PER MONTH (minus transaction charges and taxes)
    4. The next payment, if any, will be done at the end of the next 30 days from the date of the second payment, with 100% of​ the amount payable PER MONTH (minus transaction charges and taxes) being paid to the Seller
    5. The payments for all subsequent months, if any, will follow the same process as listed in 6.d above
    6. The final payment will be done on the last day of the booking period. The total amount paid to the Seller as a part of this final tranche will be the balance amount to be paid to the Seller after the payment of above applicable tranches (minus transaction charges and taxes)

Obligations of the Seller

You shall create and maintain all records of all of your Advertisement Inventory listed on the Website and also for those purchased by the Buyers through the Website, including all taxes, returns, refunds, etc., as may be required for various purposes including regulatory compliances and for the Website's and/or Buyer's service purposes.

You may appoint a representative, who shall be AdMAVIN's point of contact for any and all matters related to this Agreement, including all listings, order(s) and other related matters, who shall be authorized by You to communicate with AdMAVIN regarding Your use of the Website / Seller Dashboard, and all transactions between You and the Buyer.

You shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Advertisement Inventory, its details and specifications, selling price of the Advertisement Inventory, warranty terms or non-availability of the Advertisement Inventory purchased or hired by the Buyer.

You shall be solely responsible for making and delivering on any representations or warranties with respect to the Advertisement Inventory made available to the Buyer, including all relevant warranties.

Buyers will have the option of providing the Advertisement Space/Seller reviews and rating of Sellers from whom they have purchased or leased out any Advertisement Space using the Website. AdMAVIN has the right (but not the obligation) to publish all such ratings and information received from the Buyer regarding the Advertisement Space / Seller on the Website. AdMAVIN is not obliged to monitor or modify any such ratings or reviews. You confirm that you will not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect your rating. You further acknowledge that such ratings and reviews are the opinions of Buyers and AdMAVIN is not responsible for such ratings and reviews.

You agree that AdMAVIN takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Buyer or any third party, or for any loss or damage thereto, nor is AdMAVIN liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter. AdMAVIN is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.

Audit

AdMAVIN shall have the right to inspect and audit Your records and premises / place of business through itself or through AdMAVIN approved third party in case the same is required to ensure AdMAVIN compliance of Applicable Laws or any statutory obligations / instructions.

Representations and Warranties

The Parties hereby represent and warrant to each other as under:

  • The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
  • The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.

In addition, the Seller represents, undertakes and warrants that, at all times during the Term of this Agreement, it will:

  • Deal honestly, fairly, and in good faith with both Buyer and AdMAVIN;
  • Not exhibit, make available, offer for sale, any Advertisement Inventory which is not available with the Seller or if the Seller does not have the requisite permissions/authorization/ approval required for its display or usage on the Website;
  • Provide/make available the Advertisement Spaces to the Buyer in a timely manner consistent with the terms of this Agreement;
  • Exhibit, advertise, make available, offer, sale, lease the Advertisement Spaces in accordance with all Applicable Laws;
  • Comply with all Applicable Laws in the performance of this Agreement;
  • Procure and shall maintain all Consents/ permissions/authorization/ approval required for, advertising a given product or service on the Advertisement Space;
  • Attend to, and resolve, the Buyers‟ queries with regard to the Advertisement Space immediately from the date of receipt of such query;
  • Not re-register with another name in the event of delisting due to any reason pursuant to this Agreement.

Disclaimer

THE WEBSITE, SELLER DASHBOARD AND THE SERVICES INCLUDING THIRD PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, AdMAVIN MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, SELLER DASHBOARD OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SELLER DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, SELLER DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, SELLER DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AdMAVIN, THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE / SELLER DASHBOARD SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

Intellectual Property Rights

Both Parties agree that all intellectual property, including any brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and, except as provided in this Agreement or permitted under Applicable Laws, cannot in any circumstances be used, or copied, or altered in any manner. Further, except as provided in this Agreement or permitted under Applicable Laws, neither Party may use any intellectual property, including any brands / logos, or trademarks, which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party.

The information and data (including personal and sensitive information and data) of the Buyer or any user of the Website shall be proprietary to AdMAVIN and AdMAVIN shall alone retain all rights including all intellectual property rights in such information and data. No rights in or to such information and data are deemed to have been granted to the Seller. To the extent Seller derives any rights in such information and data by virtue of it undertaking the sale and purchase transaction with a Buyer, the Seller shall hold such rights in trust for AdMAVIN and the Seller shall do and undertake all such acts to exclusively assign such rights in the information and data to AdMAVIN. The Seller further agrees that (a) all such data and information shall be treated as Confidential Information of AdMAVIN for the purposes of this Agreement, irrespective whether whole or part of such data is available in public domain; (b) AdMAVIN being the owner and proprietor of such data and information shall be entitled to use, store and exploit the same in any manner as may be deem fit by AdMAVIN and in accordance with AdMAVIN's privacy policy as provided on the Website from time to time; and (c) Seller shall not use such information and data other than selling the Advertisement Inventory through Website or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit such information and data.

You hereby authorize AdMAVIN to use and include Your trademarks (as may be provided by You from time to time) and Your corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Advertisement Spaces offered by You on the Website without any license fee or royalty and such usage shall be without any consideration.

You acknowledge that AdMAVIN is merely an intermediary with respect to the Advertisement Spaces listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to exhibition display or offer for sale of any third party trademark or copyrighted matter on the Website, AdMAVIN shall, in compliance with Applicable Laws, remove / delist the allegedly infringing content from the Website, with or without prior notice to You and shall have the right to provide Your information, data and details to the person from whom such notification is received or such person's principal.

Limitations of Liability

Seller's acknowledgements: Seller acknowledges that AdMAVIN has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among consumers and distributors so as to create a goodwill connoting a specific manner in which goods and services can be presented on and sold through the Website. The Seller further recognize that overall success of the Website and trade names of AdMAVIN and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted online and electronic marketplace to buy and sell goods and services.

NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT AdMAVIN AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), TO THE SELLER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA OR COST OF PROCUREMENT) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT EVEN IF AdMAVIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AdMAVIN's entire liability to Seller under this Agreement or under any Applicable Law or equity shall be limited solely to actual and proven direct damages sustained by the Seller as a result of the gross negligence or willful misconduct of AdMAVIN in the performance of its respective services and other obligations under this Agreement. In no event shall AdMAVIN be liable, vicariously or otherwise, to the Seller and its affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of AdMAVIN's fees actually paid by Seller to AdMAVIN in relation to the Advertisement Spaces in dispute.

Indemnification

In addition to any other indemnification obligation of the Seller in this Agreement, the Seller shall indemnify and hold harmless AdMAVIN, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, settlement, claims, costs, taxes, penalty and expenses (including, without limitation, reasonable attorneys' fees) incurred by reason of (i) any breach or alleged breach by the Seller of this Agreement; (ii) any violation by the Seller of Applicable Law or Consents or Seller not obtaining any Consent; (iii) any breach by the Seller of any AdMAVIN Policies or any other policies; (iv) any infringement and passing off of intellectual property rights of any third party; (v) breach of your obligations relating to taxes or the collection, payment or failure to collect or pay Taxes; (vi) Your breach of public liability; (vii) the Advertisement Inventory or the content of the Advertisement Inventory; or (viii) any cheating, misappropriation, fraud or illegal activity of Seller of any its employees or representatives.

Seller shall be under an obligation to ensure that AdMAVIN is not made a party to any third party claims and shall promptly and unilaterally take adequate steps to absolve AdMAVIN from any liability of any nature whatsoever, either present or anticipated.

AdMAVIN shall be entitled to off-set an amount which in its reasonable estimation is required to safeguard its interests or comply with statutory directions / instructions or to cover losses, damages, liabilities, penalties or claims or towards the indemnification obligation of the Seller herein contained.

Seller shall notify AdMAVIN of any claims made against the Seller, in relation to its use of the Website / sale of Advertisement Spaces to Buyers on the Website, within 3 days of receipt of any notices, or knowledge of such claim by the Seller. In case AdMAVIN at its sole discretion determine that any claim (brought to its notice by You or otherwise) might affect AdMAVIN, You shall not consent to any settlement or further proceedings without AdMAVIN's prior written consent.

Suspension and Termination

This Agreement may be terminated

  • By AdMAVIN, with immediate effect, if You are in breach of any of its terms and/or any of the AdMAVIN Policies, provided that, instead of terminating this Agreement, AdMAVIN may, at its discretion, delist or disable Your listings from the Website and/or temporarily or permanently disable Your access to Seller Dashboard and/or User ID;
  • By AdMAVIN, without any reason, by giving You a prior written notice of seven (7) days;
  • By Seller, with 30 (thirty) days prior written notice to AdMAVIN (to its Grievance Officer), unless specifically stated to the contrary in this Agreement; or
  • By AdMAVIN, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against You, or You make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Your assets.

Dispute Resolution, Governing Law and Jurisdiction

Any dispute between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, including any amendments or re-enactments thereto to be adjudicated by a sole arbitrator to be appointed by AdMAVIN. Arbitration shall be held at Bengaluru, India. The proceedings of arbitration shall be confidential and in the English language. The arbitrator's award shall be final and binding on the Parties. During the pendency of the arbitration proceedings or any judicial proceedings, AdMAVIN shall have the right, to be exercised in its sole discretion, to suspend the Seller Dashboard access or any other access of the Website to the Seller.

The Agreement shall be governed by and construed in accordance with the laws of India, without reference to rules governing choice of laws. Except for any equitable relief, for which a Party may approach any court having competent jurisdiction, the courts of Bangalore, India, shall have exclusive jurisdiction in connection with this Agreement. Each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You shall not accept this Agreement and use the Website if You do not wish to submit to the aforesaid laws and jurisdiction.

Amendment

AdMAVIN may amend the terms and conditions of this Agreement and the AdMAVIN Policies at any time in its sole discretion by intimating You by way of notification on the Seller Dashboard and/or by sending an email to the email ID provided in the Seller Registration Form. It is your responsibility to review amendment notifications from time to time.

YOUR USE OF WEBSITE IN YOUR CAPACITY AS SELLER OR YOUR USE OF SELLER DASHBOARD AFTER ANY MODIFICATION, AMENDMENT OR REVISION BEING SO NOTIFIED SHALL BE DEEMED AS YOUR ACCEPTANCE TO SUCH MODIFICATION, AMENDMENT OR REVISION.

Miscellaneous

Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to technical crash/downtime of website, acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties. Provided, however, that Seller shall give prompt written notice within a period of two (2) days from the date of the force majeure occurrence to the AdMAVIN. You shall use all possible efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. During a force majeure condition You shall give first priority to complete or fulfill the orders You have received through the Website.

Entire Agreement: This Agreement, along with the Website Policies (including the Privacy Policy and Terms & Conditions) shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, (such as the Seller Registration Form), between the Parties hereto.

Notices: Any notice or other communication to be given hereunder will be in writing and in English language and given by facsimile, post-paid registered, certified mail return receipt requested, or electronic mail. Notice to You shall be issued at the address including electronic address provided by You in the Seller Registration Form, as amended by You from time to time.

No Partnership or Agency: Seller and AdMAVIN are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between the Parties. As an abundant caution, it is clarified that AdMAVIN shall not have any right to conclude any contract for sale or purchase of Advertisement Spaces for and / or on behalf of the Seller and both Parties have entered this agreement on principal to principal basis.

Waiver: No failure or delay on part of any Party hereto exercising any rights or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other rights or remedies by such Party. All waivers to be valid shall be in writing and signed.

Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Further, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws of such jurisdiction.

Rights and Remedies Supplementary: The rights and remedies of AdMAVIN available under this Agreement are supplementary to, and in addition to, any rights and remedies available to AdMAVIN elsewhere or under Applicable Law or in equity.

Construction: This Agreement represents the negotiated agreement of the Parties, with the advice and assistance of counsel, and shall not be construed against either Party as the drafter thereof. This Agreement is written in English and the controlling language of the Agreement shall be English.

Grievance Officer: In compliance with Information Technology Act, 2000 and the rules made thereunder, the Grievance Officer of AdMAVIN for the purpose of this Agreement shall be Mr. Aviral Roy with email address: aviral@admavin.com. AdMAVIN may change the aforesaid details from time to time.