Vendors Terms and Conditions

Vendor Terms and Conditions

THIS 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, the individual or any legal entity (company, sole- proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only, who has completed BluEmber’s Seller Registration Form as required by BluEmber (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 PARTY;
&
BluEmber is a product under Argent Solutions Pvt Lts which a Private Limited Firm with its registered office at #532/D, Janahitha Main Road, Bogadi 2nd Stage, Mysore 570026 (hereinafter referred to as "BluEmber") (hereinafter referred to as, “BluEmber” 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 PARTY.

THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND BLUEMBER, INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING, MAKING AVAILABLE, MARKETING, SALE AND/OR DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE.
Seller/You and BluEmber may be referred respectively to as the “Party” individually and as “Parties” collectively, as the context may require.

WHEREAS
BluEmber inter alia is in the business of owning and operating an Automated Dropshipping Platform located at the URL www.BluEmber.com and mobile application under the name and style “BluEmber” (hereinafter referred to as the “Website”) which acts as an online / electronic platform in the form of an intermediary, providing e-commerce dropshipping platforms/technology, internet marketing services, facilitation of payment services, fulfillment support to third party sellers to offer for sale, sell their products and for third party buyers to access variety of products and accept to purchase the products offered by sellers;

That you are freely and out of your own free will are desirous of using the Website as a platform to exhibit, advertise, make available, offer and/or sell or distribute your Products (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:
That you accept this Agreement directly or indirectly in electronic form or my means of an electronic record. You 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 or any other manner of acceptance such as using Seller Panel, start advertising, exhibiting or offering for sale, by which action you accept the terms and conditions of this Agreement.

That by virtue of the fact that you are registered on our website as a Seller you are wholly, solely and completely bound by this agreement and all the underlying terms herein.

That the term of this agreement shall mean the period commencing from the date of this Agreement up to the termination of this Agreement and the same shall be applicable to all registered Sellers, falling under any jurisdiction in the world.

That the Seller shall complete the registration process and provide all other relevant details as required by BluEmber. That you shall proceed with your registration only and only if you are accepting all the terms and conditions mentioned herein.

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

SUBSCRIPTION TERMS:
That you make an offer to sell Your Product to the “RESELLERS” of the Website by exhibiting, advertising or listing any Product on the Website. You also agree that you are and such offer, upon acceptance by a user, shall be binding on you. The sale, purchase, return, delivery and other terms of sale shall be further subject to the Standard Terms of Sale on the Website.

That you undertake to provide true, complete and correct brand name (if any), identification (if any), information, images, description and MRP, Selling Price of the Product on the Website for the purpose of the Product’s exhibition, advertising, making available or offer for sale in the appropriate category, which may include an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.

That you hereby permit, and hereby grant all the rights and licenses to BluEmber on worldwide basis to permit, other “RESELLERS” on the Website to use Your aforesaid information and materials for advertising, exhibiting, making available and offering to sell such other sellers products on the Website.

That unless mandated under any Applicable Law, Your aforesaid information and materials shall not be disabled or deleted from the Website till such time any seller on the Website is using the same for advertising, exhibiting, making available and offering to sell such other sellers products on the Website and that you shall have no objections to the same.

TERMS OF SALE:

That you represent and warranty that the Product description shall not be misleading and shall describe the actual condition of the Product.

That if a Product is subject to expiry date or expiry duration, you shall not offer to sell and sell any such Product which has passed 75% (seventy five percent) of its expiry duration.

That if the Product sold does not match the Product description displayed on the Website, You shall refund and permit BluEmber to refund any amounts that You may have received, or have credit to You, from the Buyer.

That you shall be solely responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website.

That you shall be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on Your part to provide updated and accurate Product information.

That you shall retain adequate inventory of the Products listed on the Website for successful and timely fulfillment of orders.

That you may also be required to provide images of the Products and/or images of the brands/ logos of the Products.

That you grant BluEmber a non-exclusive and worldwide right and license to use the Product description, images of the brands/ logos of the Products to be used on the Website, and in any marketing and promotion material of BluEmber to promote the sale of such Product on the Website, and, if required, to make technical modifications to the images so as to render them feasible for uploading on the Website.

That you represent that you have obtained all Consents as may be required (including Consents from the owners of the relevant brands where relevant) in order to grant BluEmber the aforesaid rights and licenses.

That you shall not attempt to exhibit, advertise, make available or offer for sell or use any Logistics Services provided by BluEmber for any Products falling in the category of BluEmber Banned Products‟ List on this Website.

That BluEmber shall be entitled to block or disable access of all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith.

That you agree and acknowledge that BluEmber is not under any obligation or duty to verify or monitor any listing or content You provide or make available on the Website.

That you shall be the originator of all such listings or content and all the data and information contained therein, and BluEmber shall be an intermediary for the purpose of such listings or content and all the data and information contained therein.

That you agree and acknowledge that exhibiting, advertising, making available or offering for sale, using Logistics Services, actual sale of and delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished, Selling expired FMCG products or previously owned Products or Products meant “not for sale” through the Website is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of BluEmber, and may also cause harm and prejudice to the Buyers and You shall not engage or attempt to engage in such activities.

That if BluEmber receives any complaint from any Buyer, or any third party or if You are found exhibiting, advertising, making available or offering for sale, using Logistics Services, selling or delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished or previously owned Products or Products meant “not for sale” or attempting to undertake the above through the Website, then, without prejudice to BluEmber ‟s other rights and remedies, You shall be liable to pay such amount to BluEmber.

That you agree that this liability will not be treated as penalty and BluEmber shall have all other legal rights and remedies under this Agreement and Applicable Laws. BluEmber reserves the right to adjust or off set the above amount from any amount accrued or due to You or is required to be remitted to You pursuant to this Agreement.

ORDER BY BUYER:
That as the Buyer selects to purchase the Products (i.e. “ordering”) exhibited, advertised, made available or offered to sell by You on the Website and either making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through an electronic notification on the Seller Panel along with the details of the Buyer as provided by Buyer on the Website.

That you shall forthwith ensure that the Product(s) so ordered as duly and safely packed in accordance with Applicable Laws and shall immediately fulfill and complete the order of the Buyer.

That you shall ensure that the Product as ordered by the Buyer is dispatched to the Buyer within such time period which BluEmber 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 optimally use the Product purchased. You shall also issue and send a corresponding Invoice along with the Product.

DELIVERY MODELS:
That you will have various Delivery Models for delivery of purchased Products to the Buyers. BluEmber may, at its discretion, remove on or more Delivery Models or introduce other Delivery Models at any time in the future.
On introduction of such other delivery models, BluEmber may, at its discretion, offer these delivery options to all or select Sellers. The default delivery model will be Drop ship model for the delivery of the Product. You agree that, when you elect to deliver Your Products through the Delivery Models provided by BluEmber, the Products shall considered to be delivered when actually delivered to the Buyer.
The risk of any damage, loss or deterioration of the Products during the course or delivery or during transit shall be on the Seller and not on BluEmber, its third parties or on the Buyer. You represent and warrant that the Products being delivered under the Delivery Models not faulty and are exactly those Products which are listed and advertised by you on the Website and purchased by the Buyer and meet all descriptions and specifications as provided on the Website.

EXCHANGE, CANCELLATION & REFUND:

That you hereby agree and acknowledge that any Product sold by you to Buyer may be refused to be accepted or taken delivery by the Buyer. You agree to accept the return of such Products whether ordered on cash on delivery mode or any other mode of payment.

That in case of rejection or non-acceptance of the Product by the Buyer, BluEmber shall refund to the Buyer the Selling Price paid by the Buyer and Seller shall be liable to pay the charges in accordance with Commercial Term Segment

That in case of return or rejection of Products or Products getting damaged during the handling or warehousing of them and where BluEmber is liable or otherwise agree to pay You the cost or Selling Price of such Products then You agree and permit that BluEmber or any liquidator/ auctioneer appointed by BluEmber may, either itself or through any third party, liquidate/sell or repair/recondition/refurbish those Products to recover the losses incurred or payments made to You.

That if BluEmber has recovered the loss or payments made to You herein from the Logistic Service Provider or any third party under the respective service arrangement, then You permit such Logistic Service Provider or third party to liquidate/sell such Products to recover their losses or payments made to BluEmber.

Without prejudice to all our rights and available remedies for your fault or breach under this Agreement, You relinquish your rights with respect to the Products liquidated pursuant to this clause.

ELECTRONIC COMMUNICATION:
That when You use the Website or send emails or other data, information or communication to BluEmber, You agree and understand that You are communicating with BluEmber through electronic records and You consent to receive communications via electronic records from BluEmber periodically and as and when required. BluEmber will communicate with You by email or by notices on Seller Panel 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 Panel in terms of Information Technology Act, 2000.

COMMERCIALS & ADVERTISEMENTS:
That you shall pay BluEmber, the BluEmber’s Marketing Fees, Logistic Service Provider Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees and applicable taxes (as applicable), for all the orders for purchase of Products by the Buyer and received by You through Website.

That BluEmber will issue necessary invoice(s) to You for the aforesaid fee and charges.

PAYMENTS & REIMBURSEMENTS:
That BluEmber shall have the right to amend the fee applicable to each Product category and/or add or introduce any new fee or charges and/or the Payment Cycle as provided in the Commercial Term Segment with a prior notice to You.

Accordingly, prior to the implementation of the revised fee or new fee or Payment Cycle for any Product, BluEmber shall notify You, by way of an email and/or a notification on the Seller Panel detailing such additions/modifications/ amendments/ revisions to the fee or Payment Cycle.

That it shall be the Seller’s responsibility to read the emails / notifications sent by BluEmber from time to time.

That BluEmber shall, and you hereby authorize BluEmber to, make the payment of the Seller Proceeds to you after deducting BluEmber’s Marketing Fee, Logistic Service Provider Fees, Payment Collection Fees, Fulfillment Centre Charges Service Tax, Product Closing Fee and BluEmber Commission Fees. The fee and charges in the preceding paras may be for services provided by third party service providers of BluEmber y and BluEmber 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.

That 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 BluEmber 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 BluEmber.

That BluEmber 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 BluEmber from any Seller Proceeds payable to You and You authorize BluEmber to such recovery, deduction, off-set or adjustment.

That 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.

DUTIES OF SELLER:

That you shall create and maintain all records of all the Products 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 Buyer’s service purposes.

That you may appoint a representative, who shall be BluEmber’s point of contact for any and all matters related to this Agreement, including all listings, sales and delivery related matters, and shall be authorized by you to communicate with BluEmber regarding your use of the Website and all transactions between you and the Reseller.

That you shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, its details and specifications, selling price of the Products, warranty terms, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

That you shall be solely responsible for making and delivering on any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.

That Buyers will have the option of providing Product / Seller reviews and rating of Sellers from whom they have purchased any Products using the Website. BluEmber has the right (but not the obligation) to publish all such ratings and information received from the Buyer regarding the Product / Reseller on the Website.

That BluEmber 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 BluEmber is not responsible for such ratings and reviews.

That you agree that BluEmber 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 BluEmber liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter.

BluEmber is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.

TAX MATTERS:

That you will be responsible for the invoicing, collection and payment of any and all of taxes applicable on the Product sold thorough the Website together with the filing of all relevant returns and compliance required under VAT/CST/Entry Tax, Cess / Local Business Tax, Service Tax, Excise, GST, Customs or any other tax applicable on the Product listed and sold by You and applicable on You according to the Central / State / Local / Municipal Applicable Laws.

That you will be solely responsible to charge correct rate of applicable taxes. You shall discharge your obligations with respect to these taxes under Applicable Laws including valuation, MRP and classification of Product listed by you on BluEmber and for any liability arising out of Your failure to comply with these obligations You shall be liable to indemnify BluEmber and other persons in accordance with this Agreement. You will issue VAT/CST invoice/credit memos as applicable including immediate correction, in case any discrepancies or errors are observed in terms of the mandatory statutory requirement prescribed under Applicable Laws. You will be solely responsible for preparing, making and filing any tax return/audit report, statutory reports and other filings and responding to any tax or financial audits of Your Products including those stored at the Fulfillment Centre.

That you will be responsible to obtain and maintain all valid Consents including but not limited to VAT / CST / Entry Tax / LBT / Cess, Luxury Tax, Entertainment Tax, Customs duty etc. applicable on Your business or transactions and at no point of time You will accept the delivery of any order in case the Consent or any tax registration number is cancelled by the revenue authorities. You will be responsible to provide immediate request of de-activation of Your registration in BluEmber database in case of any change of ownership, restructuring or cessation of business by You.

That in case of instruction from any statutory authority or in the interest of tax compliances, BluEmber may ask and You agree to promptly provide BluEmber requisite evidence of Your discharge of obligations relating to taxes and in case of Your failure to duly deposit and / or comply with tax obligations, BluEmber shall have the right to immediately de-activate Your account and/or utilize Seller Proceeds for discharging statutory obligations arising due to Your failure.

That if BluEmber is required by Applicable Law to collect any taxes from You, You will immediately pay such taxes to BluEmber and BluEmber shall have the right to deduct or recover the same from the Seller Proceeds.

That if for any reason, any income tax or withholding tax or any statutory dues or taxes are instructed by any statutory authority to be deducted and deposited on any payments or remittances to You including Seller Proceeds or Selling Price, BluEmber will have the right to deduct and deposit any such applicable taxes with the appropriate statutory authority and the remit the balance amount to You. No claim in respect of such taxes deposited would be made by you against BluEmber.

That you undertake that all information provided by You in relation to Your above obligations including various registration / Consents are true, accurate and current and You will immediately update any such information in case of any changes. BluEmber reserves the right to request additional information and to confirm the validity of any of Your account information (including without limitation VAT/CST/Entry Tax related registration number) from You or Government authorities and agencies as permitted by Applicable Laws and You hereby irrevocably authorize BluEmber to request and obtain such information from such Government authorities and agencies. Further, you agree to provide any such information to BluEmber immediately upon request. BluEmber reserves the right to charge You any applicable unbilled VAT if You provide a VAT/CST/Service Tax registration number, or evidence of being in business, that is determined to be invalid. VAT/CST registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT/CST/Service Tax invoices in a format and method of delivery as determined by BluEmber in compliance with Applicable Law.

TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND BUYERS’ RIGHTS:

That you agree that BluEmber’s role is that of an intermediary in the form of an automated dropshipping platform and is limited to managing the Website to permit You to exhibit, advertise, display, make available and offer to sell the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, the contract for sale of any of the Products shall be a bipartite contract between You and the Buyer. At no time shall BluEmber have any obligations or liabilities in respect of such contract nor shall BluEmber hold any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass on the Buyer from the Seller in accordance with the terms of this Agreement.

That the ownership (i.e. title) and risk in the Product purchased will get transferred from the Seller to the Buyer free of any lien, charge, encumbrance or any third party interest after successful delivery of such Product at the delivery address provided by the Buyer on the Website at the time of ordering, and until such time the ownership and risk in the Products shall vest with the Seller alone. As a market place, BluEmber will extend its services to Sellers by giving mandates to Logistic Service Providers for facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

That you will offer standard manufacturer’s or seller’s warranty actually associated with the Products. Further, in the event you are not the manufacturer of the Products, You will pass on the warranties provided by the original equipment manufacturer / original manufacturer of the Products to the Buyer at the time of sale of the Products. You agree that the options of repair, replacement or 100% (one hundred percent) refund of Selling Price will be provided by you to the Buyer in the event of any manufacturing defect or damage in relation to the Product. You shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with you at all times.

That the bi-partite relationship between You and the Buyer for any transaction between You and the Buyer on or through the Website shall be further subject to the Standard Terms of Sale.

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.

DISCLAIMER:

THE WEBSITE, SELLER PANEL 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, BLUEMBER MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, SELLER PANEL 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 PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, SELLER PANEL 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 BLUEMBER, THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE / SELLER PANEL 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.

That you hereby authorize BluEmber 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 Products offered by You on the Website without any license fee or royalty and such usage shall be without any consideration.

That you acknowledge that BluEmber is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to exhibition, advertisement, display or offer for sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), BluEmber shall, in compliance with Applicable Laws, remove / delist the allegedly infringing Products / 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.

You by submitting materials to BluEmber for Your use of Website, You hereby grant BluEmber and its affiliates a worldwide, perpetual and for as long thereafter as You are permitted to grant the said license, royalty-free license (which may be exercised only in connection with our promotion and / or distribution of Your Products) to do the following:
  • Make reasonable modifications to the submitted materials;
  • Use, copy and distribute materials and modifications for our internal business purpose;
  • Use, copy, distribute and display materials and modifications on the internet and on other means of electronic or digital commerce to promote the Website or Your Products;
  • Use all trademarks and trade names associated with the materials.


  • That BluEmber will be the exclusive owner of any permitted modifications that it may create. By submitting materials, you warrant that you have full authority to grant the licenses described above, that you have not misrepresented your identity in any manner that any factual information you submit is true and accurate and that BluEmber and its affiliates exercising of their license rights will not violate any proprietary rights of any third party.

    Seller acknowledges that BluEmber hereby reserves all rights except those expressly granted herein, and that no right or license will arise by implication, estoppels or otherwise by operation of law. Seller shall not and shall not cause to reverse engineer, disassemble or decompile any application, software or other material or objects associated with the Website.

    LIMITATION OF LIABILITY:

    That the Seller acknowledges that BluEmber 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 BluEmber and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted automated dropshipping platform to buy and sell goods and services.

    NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT BLUEMBER 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 THIS AGREEMENT EVEN IF BluEmber HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


    BluEmber’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 BluEmber in the performance of its respective services and other obligations under this Agreement. In no event shall BluEmber 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 the BluEmber Marketing Fee actually paid by Seller to BluEmber in relation to the Products in dispute except that if such losses are due to loss or damage to the Products by Logistics Services Provider or at Fulfillment Centre the limitation of BluEmber‟s liability shall be equal to the Seller Proceeds.

    CONFIDENTIALITY:

    You acknowledge that during the existence of this Agreement, You will have access to confidential information of BluEmber and its affiliates and their respective third parties which shall include the data and information of Buyer or any user of the Website. You undertake to keep strictly confidential all data, reports and other confidential information supplied to you by BluEmber or You have the access under this Agreement and shall not sell or otherwise make that information available to any third parties and shall not use the confidential information solely in connection with this Agreement.

    INDEMNIFICATION:

    In addition to any other indemnification obligation of the Seller in this Agreement, the Seller shall indemnify and hold harmless BluEmber, 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 BluEmber 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 legally binding product and / or public liability;
    (vii) the Products or the content of the Products;
    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 BluEmber is not made a party to any third party claims and shall promptly and unilaterally take adequate steps to absolve BluEmber from any liability of any nature whatsoever, either present or anticipated.

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

    ASSIGNMENT:

    That the rights and obligations under this Agreement shall not be assigned or transferred by you to any third party whomsoever, during the Term of this Agreement and any such assignment shall be void.

    That BluEmber shall be entitled to transfer or assign any or all of its rights and/or obligations under this Agreement to a third party without a prior written notification to you or any requirement to obtain Your consent.

    TERMINATION:

    This Agreement may be terminated:
    (i) By BluEmber, with immediate effect, if You are in breach of any of its terms and/or any of the BluEmber Policies, provided that, instead of terminating this Agreement, BluEmber may, at its discretion, delist or disable Your listings from the Website and/or temporarily or permanently disable Your access to Seller Panel and/or User ID;

    (ii) By BluEmber, without any reason, by giving You a prior written notice of seven (7) days;

    (iii) By Seller, with 30 (thirty) days prior written notice to BluEmber (to its Grievance Officer), unless specifically stated to the contrary in this Agreement; or

    (iv) By BluEmber, 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.

    That BluEmber also has the right to suspend Your access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period You shall not be permitted to sell Your Products on the Website) on the occurrence of any of the termination triggers specified in Clause 18.1 above or without any reason as stated in 18.1(ii) above.

    On termination of this Agreement:

    BluEmber will, with immediate effect, block Your access to the Seller Panel and/or Website and consequently, You shall not be able to offer any Products to the Buyers thereafter; and

    You shall return to BluEmber all the confidential information of BluEmber and all other properties and materials belonging to BluEmber. Where the confidential information cannot be returned in material form, You shall destroy all of BluEmber confidential information and shall provide BluEmber with a certificate of destruction with respect to the same.

    A Seller, whose arrangement under this Agreement has been terminated by BluEmber for any reason whatsoever, shall not have the right to re-register himself itself as a Seller on the Website at any time after such termination, unless BluEmber, in its discretion, permits such re-registration.

    On the termination of the Agreement, You will be entitled to only the Seller Proceeds which have become due to You on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. BluEmber shall be entitled to adjust and off-set any monies, due from You to BluEmber till the date of termination, from the Seller Proceeds payable to You on termination.

    Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.

    AMENDMENT:

    BluEmber may amend the terms and conditions of this Agreement including the Commercial Term Segment and the BluEmber Policies at any time in its sole discretion by intimating You by way of notification on the Seller Panel 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 PANEL AFTER ANY MODIFICATION, AMENDMENT OR REVISION BEING SO NOTIFIED SHLL 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 BluEmber. 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 Commercial Terms Segment and BluEmber Policies 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.

    Applicable Laws:
    The 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.

    No Partnership or Agency:
    Seller and BluEmber 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 BluEmber shall not have any right to conclude any contract for sale or purchase of Products 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 BluEmber available under this Agreement are supplementary to, and in addition to, any rights and remedies available to BluEmber 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.