This agreement is between M/s IQ Comtech Pvt. Ltd, a Company incorporated under the Companies Act, 1956, having its Registered Office at Vardhaman Heights , T.B .Kadam Marg , Byculla (E), Mumbai-27, hereinafter called as “IQCT” and You, the user, including individual and / or the legal entity of all kinds, hereinafter called as You. “IQCT” has developed a software called in the name of “SELL 365” which is located at www.sell365.com, which enables You to build online stores to sell Your own and third party product(s) and render Your services, to the end-user(s), directly. In addition, “IQCT” offers relevant services also i.e _______________________________________________, at the option of You.
You must be 18 years old or above, this is applicable to both individual user and a person, who is representing the legal entity of all kinds, with proper authority. You, the user, represents that You are in sound mind and not disqualified by any law from contracting.
“IQCT” grants to You a restrictive, non-transferable, non-exclusive, and revocable license to remotely access and use the software, through internet, on the server(s) operated by or for “IQCT”.
For availing the relevant service(s), as mentioned above, Your specific request/consent, is needed and also You have to pay separately to execute separate terms and conditions.
Upon Your acceptance of this agreement, “IQCT” will activate Your account, through which You can build Your online store to sell Your or third party (s) product(s) and render Your services, to the end-user(s) directly.
At Your request / consent and upon payment, “IQCT” or its authorized agent, provide the additional services such as acquisition, registration, and administration of new and / or ongoing domain names.
You hereby agree to waive all the losses, damages, claims and expenses that You may have or which may arise later, against “IQCT”, for doing the above additional services for and on behalf of You.
You hereby agree to indemnity “IQCT” from all the losses, damages, claims and expenses arising from any third party for doing the additional service(s) for and behalf of You.
“IQCT” reserves its sole discretionary right either to accept or refuse to provide such additional service(s) to You.
You are solely responsible to build, develop, operate, and maintain Your online store including receiving, accepting, processing, and delivering the end-user(s) order(s) generating through Your store, and also handling end-users complaint, inquiries and dispute anything arising from order(s), service(s) or sale(s) generated through Your store.
You are solely responsible for creating, managing, altering, modifying, editing, reviewing, deleting or otherwise controlling any or all content displayed on or in Your store, regardless any design or customization services provided by “IQCT” to You under this Agreement, including all descriptions of the product(s) and service(s) You offer to customers of Your Store and user-generated content on and related to Your store. “IQCT” gives You full freedom over Your content, hence it should not violate / infringe any applicable law or regulation and the content must be compatible with the software. You can enjoy all the rights under Intellectual Property Rights over Your content(s), exclusive of any design or customization Services provided by “IQCT”.
Since “IQCT” provide software to You with ability to build online store through which You can sell Your product(s) or render service(s) to the end – user and such software is acting only as a medium to sell, promote, market Your product(s) and / or Your service(s), hence “IQCT” has no responsibility over Your content, product(s) and service(s) listed therein and not liable to You or to any third party.
You hereby agree to indemnify “IQCT” from all the losses, damages, claims, and expenses arising from any third party, against “IQCT”, about reliability of Your content, product(s) and service(s) listed therein.
You are hereby permitted to list advertisement(s), in Your store, from any third party advertiser, on a condition to share the income generated through such advertisement(s), as per price policy.
You hereby grant to “IQCT”, its affiliates and any service providers (including, but not limited to advertising and promotional partners) a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your Content solely for the execution of this Agreement. To prevent all doubt, the above granted license includes a license for purpose of marketing. Though You grant us a license to upload Your Content [including all Your product(s) and Service(s)] in “IQCT’s” tool ie. www.sell365.com and / or to such Third Party tools, it is a sole discretion of “IQCT” to upload the Content.
You covenant that Your product(s) and / or Your service(s) and its contents shall not
(“IQCT” reserves its rights to change the above covenant(s) from time to time)
(“IQCT” reserves its rights to change the fee and / or commission from time to time)
“IQCT” has entered into an agreement with ____________ for online payment gateway system, for securing the payments. It facilitates the end-user to pay the sale price and / or service charges directly to the account of “IQCT”, through online. You request to use the above facility for securing Your payment from the end-user and “IQCT” hereby agrees to extend such facility to You.
You hereby agree to receive, the paid sale price and / or service charges by the end-user, from “IQCT”, within ___ days from the date of respective payment. This payment shall be made to You only after getting confirmation or proof of delivery, from the end-user. If the end-user is not satisfied with Your product(s) and / or service(s), the respective payment will be put on hold by “IQCT” until it get the end-user’s satisfactory report from You, otherwise such payment will be returned to the end-user. For availing such service You hereby agree and authorize “IQCT” to deduct __ % of the total value of each bill.
“IQCT” disclaims to the [fullest] extent authorized by law any and all [other] warranties, whether express or implied, including, without limitation, any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose. Without limitation of the foregoing, “IQCT” expressly does not warrant that:
In no event, “IQCT” shall be liable to You or any party related to You for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, even if “IQCT” has been advised of the possibility of such damages.
In any event, the total aggregate liability of “IQCT” to You for all damages of every kind and type (regardless of whether based in contract or tort) shall not exceed the fee and /or commission paid by You to “IQCT” for availing the services mentioned in this agreement.
You agree to protect, defend, indemnify and hold “IQCT”, harmless from and against all claims, suits, demands, causes of action, liabilities, expenses, cause, liens, rights in rem and judgments of every kind and character, without limit, which may arise in favour of You, Your employees, agents and sub-agent or its employees on account using the Software or its breach of any term of this Agreement. “IQCT” will provide You with notice of any such claim or allegation, and it will have the right to participate in the defense of any such claim at Your expense.
As between “IQCT” and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). “IQCT” does not sell or rent Your Data to third parties for marketing purposes without Your consent.
You are responsible for keeping Your password in a secure place and for maintaining the confidentiality of Your password. You agree not to disclose Your password to any third party. You agree to immediately notify “IQCT” if you suspect any unauthorized use of Your account or access to Your password. You are solely responsible for any and all use made of Your account.
If You breach any of the clause of this agreement, without prejudice to our further claim, “IQCT” will issue a warning notice to You for rectifying the breach. If You fail to rectify it within 48 hours, without any further notice, Your activation account, either partially or fully, will be suspended, temporarily for 15 days, thereafter also if such breach continues, the termination notice will be issued to You.
Either of the party can issue a termination notice by giving 30 days time to the other party.
In the event of expiration or termination for any reason, the licenses granted under this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Pricing Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of “IQCT” to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.
The Agreement does not create any agency, partnership, joint venture or joint dealership between the parties and You and “IQCT” are independent contractors. Subject to all compliance with the Agreement, You shall be solely responsible for the manner in which works are performed.
In the event of either party being rendered unable by Force Majeure to perform any obligations required to be performed by them under this Agreement, the relative obligation of the party affected by such Force Majeure shall upon notification to the other party be suspended for the period during which such cause lasts.
The term “Force Majeure” as employed herein shall mean Act of God, War, Revolt, Riot, Fire, Flood and Orders, Acts and Regulations of respective Government of the two parties, namely “IQCT” and You.
The terms and conditions of this Agreement are absolutely confidential between the parties and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement. All Confidential Information shall at all times remain the personal property of “IQCT” and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to “IQCT” immediately upon “IQCT's” request.
This Agreement shall be governed by and construed in accordance with the Laws of India. The “IQCT’s’ both websites i.e www.sale365.com and www.sell365.com , are only advertising and marketing websites and do not focus any particular market of any state / country and per se available only in India. Hence, no specific and personal jurisdiction available to You against “IQCT’s” and its websites i.e www.sale365.com and www.sell365.com , in anywhere, except in India. All the differences and disputes arising out of this will be subject to the Jurisdiction of Mumbai Courts, India.
The “Headings” and “Sub-Headings” are used herein only for convenience and identification, and does not reflect or give any meaning and interpretation to the contents of the agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In such case, Parties will include one or more new provisions in the Agreement, which enables them, if possible, to reach the same or a similar result as envisaged by the stricken provision.
Except as explicitly stated otherwise, any notices shall be given by postal mail to M/s IQ Comtech Pvt. Ltd, Vardhaman Heights , T.B .Kadam Marg , Byculla (E), Mumbai-27.