This Product Listing Agreement (Agreement) is dated as of the date you execute or click the “login ” button for this Agreement (Effective Date) and is made by and between you as the Suppliers of the green renewable products and services (as defined below) (Suppliers); and Cosmicurja.com, , A domain Registered by AJA URJA PVT. LTD.. Having its registered office at WZ490, 490 flat no 5-4S/F, KH No 49/9/2 & 9/1, Gali No 16, Sadhnagar, Palam, Near Pradhan chauk, Delhi, 110045
Corporate office at F 94, Street No 2, Mahavir Enclave, New Delhi. (hereinafter referred to as “AJA” which expression shall where the context so admits, include its agents, assigns, nominees and successors-in-title).
The Suppliers and AJA will each be referred to as a “Party” and collectively as “Parties“.
A. AJA owns the website, cosmicurja.com which is green energy renewable product and service promoter and e-commerce portal wherein various products are listed by suppliers of such products, for the purpose of purchase by the End User who wishes to use such products (“www.cosmicurja.com”).
B. The Suppliers is desirous of availing the services offered by AJA for listing its product on the Website for the purpose of providing the product on sale to the End User through the Website.
C. This Agreement entered into between the Parties records the terms and conditions in accordance with which the Suppliers will list the products on the Website for the purpose of sale such products to the End User.
In this Agreement, unless repugnant to the context, the following capitalized terms shall have the respective meanings given to them in this Clause 1 and the Recitals mentioned above.
“Confidential Information” shall have the meaning ascribed to in Clause 11.1;
“Cure Period” shall have the meaning ascribed to it in Clause 7.1;
“Disclosing Party” shall have the meaning ascribed to it in Clause 11.1;
“Encumbrance” means any sales, charge, pledge, hypothecation, deed of trust, title retention, assignment, deposit arrangement, encumbrance, lien, including negative lien, preference, priority, right of first refusal, pre emotive right or any other security agreement or arrangement of any kind or nature whatsoever having the effect of conferring security or any interest, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, or agreement, arrangement or obligation to create any of the foregoing, whether imposed by contract, understanding or applicable law;
“End User” shall mean the user contracting with the AJA for the purpose of buying the green renewable energy goods and services listed on the Website;
” the green renewable energy goods and services ” shall have the meaning ascribed to it in Recital B;
“General Terms and Conditions” shall mean the terms and conditions of service mentioned on the Website applicable to any user of the Website.
“Indemnified Parties” shall have the meaning ascribed to it in Clause 10.1;
“Listing Term” shall have the meaning ascribed to it in Clause 2.1;
“Receiving Party” shall have the meaning ascribed to in Clause 11.1
“Risk” shall have the meaning ascribed to it in Clause 6
“Website” shall have the meaning ascribed to it in Recital A
This Agreement will commence on the Effective Date and shall be in force until the termination of this Agreement in accordance with Clause 7 (“ Listing Term”).
3 RIGHTS AND OBLIGATIONS
3.1 Subject to the provisions of this Agreement and the General Terms and Conditions in relation to the Website, AJA hereby grants the Suppliers the right to list the the green renewable energy goods and services on the Website.
3.2 The Suppliers acknowledges and agrees that it has listed the products on the Website only for the purpose of sale to the End User. The Suppliers further agrees that listing of the products on the Website and the product itself shall not be in violation of any applicable law or regulation.
3.3 The Suppliers acknowledges and agrees that only it itself is responsible for the quality, intended purpose, safety, and/or legality of the product and that AJA has control over delivery and payment of the same.
It is further acknowledged and agreed by the Suppliers that AJA is not responsible for the trustworthiness of the product and services. In the event of a dispute between the Suppliers and the End User, AJA will have no liability or obligation whatsoever and it will be up to the Suppliers and the End User to resolve such disputes.
3.4 The Suppliers acknowledges and agrees that the Website is only a venue to allow the Suppliers to offer product for sale to the End User and that AJA role is to play in the actual and effective success of any transaction/ proposed transaction that the Suppliers enters into with the End User. Further, AJA through the Website may facilitate the payment flow between the AJA and the End User.
It is agreed between the Parties that listing the products on the Website is free of cost. However, for facilitating transactions between the Suppliers and the End User, AJA shall charge a transaction fee as per the fee schedule provided at www.cosmicurja.com. AJA reserves the right to revise its transaction fees from time to time without any prior intimation to the Suppliers.
The Suppliers assumes all risk of quality of the product and delay in delivery due to non availability of the product or out of stock. but not limited to the misrepresentation of the product to the End User or any made to any End User through the Website in relation to the product or otherwise (Risk). No such Risk, in whole or in part, shall impair the obligations of the Suppliers under this Agreement, all of which shall continue in full force and effect.
6 REPRESENTATIONS AND WARRANTIES OF THE SUPPLIERS
6.1 The Suppliers represents and warrants to AJA that:
(i) The Suppliers is of a legally sound mind and is capable of entering into a contract in accordance with the relevant laws of India.
(ii) The Suppliers has title, free and clear of all and any Encumbrance resulting from any act of the Suppliers or any other third party, to the Equipment that it has listed on the Website and that the Suppliers has the lawful right to provide the product in accordance with the terms of this Agreement and the General Terms and Conditions to provide the product to the End Users.
(iii) During the Listing Term the Suppliers will not create any Encumbrance on any product.
(iv) The Suppliers will always be in compliance with the applicable rules under the Information Technology Act, 2000 and shall not host, display, upload, modify, publish, transmit, update or share any information that:
(a) belongs to any other person and to which the Suppliers does not have a right;
(b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
(c) harms minors in any way;
(d) infringes any patents, trademark, copyright or other proprietary rights;
(e) violates any law for the time being in force;
(f) deceives or misleads the End User about the origin of such message or communicates any information which is grossly offensive or menacing in nature;
(g) impersonates another person;
(h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(i) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
(vi) The Suppliers shall always use the Website in accordance with the General Terms and Conditions and Clause 8 (Acceptable Use) of this Agreement.
(vii) All intellectual property, including but not limited to the trademarks, copyrights, design, patents, in relation to any and all elements of the Website are owned by AJA and the Suppliers will not claim any right over any such property.
7 ACCEPTABLE USE
7.1The Suppliers shall not use the Website in any manner that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website.
7.2 The Suppliers shall not use the Website in any manner which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
7.3 The Suppliers shall not use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus or any other malicious computer software or tool.
7.4 The Suppliers shall not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website without express written consent obtained from AJA.
8.1 The Suppliers agrees to protect, defend and hold AJA and its Suppliers, officers, directors, employees, affiliated companies, and licensees (“ Indemnified Parties”) harmless against any and all losses or damage that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Suppliers pursuant to this Agreement
8.2 The Suppliers agrees to protect, defend and hold the Indemnified Parties harmless against any and all losses or damage that arise out of, result from, or may be payable by virtue of any harm caused to the product due to any reason whatsoever including but not limited to fire, flood, explosion, theft.
8.3 The Suppliers agrees to protect, defend and hold the Indemnified Parties harmless against any and all losses or damage that arise out of, result from, or may be payable by virtue of any harm caused to any tangible or intangible property, including personal property, caused by the Equipment or an End User.
8.4 Furthermore, the Suppliers shall protect, defend and hold the Indemnified Parties harmless against any death or personal injury, including death or personal injury to End User and anyone related to the End User, caused by the product. Suppliers hereby assumes all liability to any person arising from the location, condition, or use of products, and shall indemnify and does indemnify the Indemnified Parties of and from all liability, claims, and demands whatsoever arising from the location, condition, or use of Equipment and from every other liability, claim, and demand whatsoever arising while the Equipment is in the possession of the End User.
9 LIMITATION OF LIABILITY
It is hereby agreed between the Parties that in no event shall AJA be liable under any theory of liability, whether in an equitable, legal, or common law action arising hereunder for contract, strict liability, indemnity, product liability, tort (including negligence), or otherwise, for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind and however caused by the Supplier’s use of the Website or arising in relation to the Equipment including, but not limited to, business interruption or loss of profits, business opportunities, or goodwill arising hereunder or out of the Equipment even if notified of the possibility of such damage.
10 GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed and enforced in accordance with laws of India. The courts of Mumbai, India shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement.
11.1 The Suppliers (Receiving Party) shall treat (a) all information (written or oral) that it shall have obtained or received as a result of entering into or implementation of this Agreement; (b) the terms of this Agreement; and (c) any and all information, data and documents (in whatever form) disclosed to it by any AJA and/or its Affiliates (Disclosing Party) from time to time prior to and during the Listing Term, including such information relating to the Disclosing Party and/or its Affiliates, their business operations or any dispute under this Agreement ( Confidential Information) as strictly confidential and shall exercise a high degree of care to prevent the unauthorized dissemination, disclosure or use by it, other than is strictly provided herein, of any Confidential Information. The Receiving Party shall instruct and cause its employees, agents, representatives and contractors to maintain confidentiality of all Confidential Information.
11.2 Confidential Information shall not include information which
(a) is, or becomes, publicly known, through no wrongful act of the Receiving Party, or any Affiliate, agent, consultant or employee of the Receiving Party;
(b) was obtained by the Receiving Party from a third party with no known duty to maintain its confidentiality;
(c) is approved for release by written authorization of the Disclosing Party, provided the Disclosing Party has the necessary authority to release the Confidential Information;
(d) was properly in the Receiving Party’s possession prior to disclosure thereof; or
(e) was developed independently by the Receiving Party and the Receiving Party can prove that it was so developed.
11.3 The Receiving Party may disclose Confidential Information
(a) to any of its employees, management, Affiliates and agents, and so far as its advisors and consultants are concerned, to the extent their function requires them to have the Confidential Information;
(b) in the course of legal proceedings, or to a Government Authority, or to any regulatory authority or other governmental body of any other country, or if required pursuant to any securities regulations (including securities regulations of any country to which a Party or its Affiliates may be subject to), or if such disclosure is necessary pursuant to applicable laws by which any Party is bound; or
(c) if it is required to be disclosed by the Receiving Party pursuant to the requirement of any stock exchange on which the shares of the Receiving Party (or any of its Affiliates) are listed.
11.4 In all such cases where disclosure is made under Clause 12 (except 12.3(a)) of this Agreement, the Receiving Party shall provide written notice to the Disclosing Party in advance of making such disclosure as reasonably possible, if permitted by applicable law, and shall use best efforts to ensure that such disclosure is accorded confidential treatment and also to enable the Disclosing Party to seek a protective order or other appropriate remedy.
11.5 The provisions of this Clause 13 shall apply throughout the term of this Agreement and for the period of 3 (three) years following its termination.
11.6 The Receiving Party shall, upon the termination of this Agreement, promptly deliver to Disclosing Party all Confidential Information and copies thereof, in whatever form, in its possession or under its direct or indirect control unless instructed by the Disclosing Party to destroy all such Confidential Information and promptly certify such destruction to the satisfaction of the Disclosing Party.
(a) No provision of this Agreement shall be deemed to constitute a partnership or joint venture between the Parties.
(b) No provision of this Agreement shall constitute a Party as the legal representative or agent of the others, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, or in the name of, or on behalf of any other Party.
(c) No person employed by a Party for the performance of its obligations under this Agreement shall be deemed to be an employee of any other Party. Each Party shall be responsible for the payment of all salaries, employment benefits, etc. with respect to all persons engaged by it for the performance of any obligations under this Agreement and such person shall not be entitled to any salary benefit or any other claim whatsoever from or against any other Party.
(a) The provisions contained in each Clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
(b) In the event any provision of this Agreement is void but would be valid if some part of the provision were deleted, the said provision will be substituted with a valid, legal and enforceable substitute provision.
AJA may revise the terms and conditions in this Agreement and the General Terms and Conditions from time-to-time without prior intimation to the Suppliers. Revised terms and conditions of this Agreement and the General Terms and Conditions will apply to the use of the Website from the date of the publication on the Website of the revised terms and conditions of this Agreement and the General Terms and Conditions.
AJA may transfer, sub-contract or otherwise deal with AJA’s rights and/or obligations including its rights and obligations under this Agreement and in connection with the Website without notifying the Suppliers. The Suppliers shall not transfer, sub-contract or otherwise transmit its rights and/or obligations under this Agreement to any third party.
Each of the rights of AJA under this Agreement are independent, and without prejudice to all other rights available to it, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of AJA, whether under this Agreement or otherwise. Any waiver in relation to this Agreement shall be effective only if it is made in writing by AJA.
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