Terms of service
VENDOR ENROLMENT TERMS 1. By electronically agreeing to this terms the lawful contract between Cochin.biz is complete and conclusive with respect the Vendor. 2. Vendor must complete the registration process for one or more of the Services providing the required details. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. Vendor will use only the name Vendor is authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. 3. Cochin.biz may at any time cease providing any or all of the Services at our sole discretion and without notice. 4. If Cochin.biz reasonably conclude based on information available to us that Vendor's actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the same then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to Vendor under this 5. The term of this Agreement will start on the date of your completed registration for one or more of the Services (the "Effective Date") and continue until terminated by us or Vendor as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to Vendor for any reason at any time. Vendor may terminate this Agreement or any Service for any reason at any time by the means specified by Cochin.biz. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, unless otherwise expressly provided. 6. You grant us a royalty-free, non-exclusive, irrevocable right and licence during the Term to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your materials, however, that we will not alter any of your trademarks from the form provided by Vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from Vendor under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party). 7. You represent and warrant to us that Vendor have all requisite right, power and authority to enter into this Agreement and perform your obligations and has the licences and authorizations 8. You release us from, and agree to indemnify, defend and hold harmless us (and our officers, employees and agents) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) 9. The Cochin.biz site and the services, including all content, software, functions, materials and information available or provided in connection with the services, are provided "as-is." As a user of the services, vendor access the Cochin.biz site, the services and any online portal or tool provided by Cochin.biz to help vendor avail the services at your own risk. We waive and disclaim: (1) any representations, warranties, declarations or guarantees regarding this Agreement, the services or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non- infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort. We do not warrant that the functions contained in the Cochin.biz site or the services will meet your requirements or be available, timely, secure, uninterrupted or error free, and we will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions. 10. Because Cochin.biz is not involved in transactions between customers and Vendor or other participant dealings, if a dispute arises between Vendor and customer one or more participants, Vendor release Cochin.biz and anyone acting under or on behalf of it from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute/s. 11. We will not be liable (whether in contract, warranty, tort (including negligence, product liability, any type of civil responsibility or other theory) or otherwise) to Vendor or any other person for cost of cover, recovery or recoupment of any investment made by Vendor in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement. Further, except in case of gross negligence or wilful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby will not exceed at any time the total amounts during the prior six month period paid by Vendor to Cochin.biz in connection with the particular service and the Cochin.biz site giving rise to the claim. 12. As between the parties, Vendor will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT/CST and issuing relevant invoices/credit memos as required under applicable Laws. Cochin.biz is not responsible for collecting, remitting or reporting any service tax, VAT/CST or other taxes arising from such transaction. Vendor are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial 13. Unless stated otherwise, any and all fees payable by Vendor pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes, and Vendor will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from you, Vendor will pay such taxes 14. If for any reason, any income tax or withholding tax is determined to be deducted and deposited on any payments or remittances to you, Cochin.biz will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by Vendor against Cochin.biz. 15. During the course of your use of the Services, Vendor may receive information relating to us or to the Services that is not known to the general public ("Confidential Information"). Vendor agree that: (a) all Confidential Information will remain Cochin.biz's exclusive property; (b) Vendor will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) Vendor will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. Vendor may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. 16. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. 17. You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Cochin.biz is not an auctioneer, neither is it an intermediary between the customer and the seller. Vendor will have no authority to make or accept any offers or representations on our behalf. Vendor will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between Vendor and us. 18. You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any Cochin.biz transaction information (except Vendor may disclose this information as necessary for Vendor to perform your obligations under this Agreement and provided that Vendor ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to Vendor related to that information); (b) use any Cochin.biz transaction information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such person to make an alternative purchase, or to harass such person; (d) disparage us, or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Cochin.biz Site user. The terms of this Section do not prevent Vendor from using other information that Vendor acquire without reference to Cochin.biz transaction information for any purpose, even if such information is identical to Cochin.biz transaction information, provided that Vendor do not target communications on the basis of the intended recipient being an Cochin.biz site user. 19. We may amend any of the terms and conditions contained in this Agreement at any time and solely at our discretion. Any changes will be effective upon the sending of such changes to the Vendor. The Vendor is at liberty to terminate this Agreement is such communicated changes are not acceptable for them. 20. Any password we provide to Vendor may be used only during the Term to access Your Account or other tools we provide to use the Service, electronically accept Your Transactions, and review your completed transactions. Vendor are solely responsible for maintaining the security of your password. Vendor may not disclose your password to any third party (other than third parties authorized by Vendor to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, Vendor must immediately change Your Password. 21. This Agreement will be governed by the laws of India, without reference to rules governing choice of laws. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Kochi regarding any dispute with Cochin.biz relating in any way to this Agreement or your use of the Services. Vendor may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. 22. Cochin.biz retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited. 23. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by Vendor or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws. 24. We will send all notices and other communications (including transactional, promotional and/or commercial communication) to Vendor at the e-mail addresses Vendor designated for notifications, Vendor consent to receive such communications through any mode including SMS, e-mail, phone calls etc. Vendor may change your e-mail addresses or phone numbers via the provided tool. Vendor must send all notices and other communication relating to Cochin.biz to us by using the provided 25. This Agreement incorporates and Vendor hereby accept the applicable Service Terms, which Cochin.biz may modify from time to time. In the event of any conflicts between the Service Terms and this Agreement, the Service Terms will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings. 26. As used in this Agreement, the following terms have the following i. "Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing. ii. "Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction. iii. "Order Information" means, with respect to any of Your Products sold through the Cochin.biz Site, the order information and shipping information that we provide or make available to you. iv. "Service" means the services that Cochin.biz makes available on or in connection with the Cochin.biz Site v. "Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date Vendor elect to register for the applicable Service. vi. "Vendor" means the legal entity that agrees with this agreement and whereby accepts the Services. vii. "Your Account" means the account that the Vendor holds with Us. viii. "Your Password" means the password provided to the the Vendor by Us and also includes the periodic alterations made to the same. ix. "Your Transactions" means the transactions with respect to the Vendor.