The term "User" includes:
The Seller must be an US business company.
No private Seller is allowed.
The Seller must represent that (a) he has the authority to bind the entity to this Agreement; (b) the address he uses when registering is the principal place of business of such business entity; and (c) all other information submitted to Company during the registration process is true, accurate, current and complete.
For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
Company may suspend or terminate a User's Account at any time if it has reasonable grounds to suspect that such information provided by User is untrue, inaccurate or is not current or complete, or if Company believes that the User's actions may cause financial loss or legal liability to such Users, to other website users, or to Company.
Company may refuse registration and deny the issuance of an Account and associated User ID and Password to any User for whatever reason. No sales agency relationship is created between any Seller and Company, by virtue of Company's display of any of the Seller's information on the Site.
The domain name (www.codrilla.us) (hereinafter referred to as "Portal/Website") operates as an online e-commerce marketplace for the display, advertising and sale of services and products by various Sellers to the end customers ("Buyer"). The Company shall act as Seller's service provider in relation to the sale of its Products ("Products"), and the use of the Portal for enabling promotion / advertisement of the its Products ("Services"). Company is not a Seller.
The Seller shall offer its Products for the purpose of sale on the Portal. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.
Each business company must fill out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, etc.) to be a Seller of Portal. Company will establish an account ("Account") for Seller and each Seller is assigned a user alias ("User ID") and password ("Password") for log-in access to its own Account.
The Company makes a page on its portal available to the Seller in which to publish a short advertisement and, if desired, sell a maximum of three products.
The company also makes commercial offers available to highlight the advertisements/offers of Sellers. For details visit "Offers page" (link)
The Seller authorizes the Company to, on behalf of the Seller, provide to Users of the Portal every his information held by the Company
The Seller agrees and undertakes to fully cooperate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Seller either on its own or through the Suppliers, as the case may be.
The Seller authorizes the Company to place a rating based on Seller performance and customer reviews
Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Seller shall immediately, from such Product(s) or stated quantities thereof becoming unavailable, to update the inventory on site or remove the Products
The Company will generate and issue via mail an invoice for the fees or costs.
The Buyer shall be given the choice to make payments for the purchase of the Product by way of only online payments. The Sellers shall be given the choice to make payments for the adv on Portal by way of only online payments. The offers for advertising on the site by the Sellers will be published on a dedicated page (Offers page)(link) accessible from the national Portal homepage and from every State Portal homepage. All payments, both for the purchase of products through the site and for the purchase of advertising space by the Sellers must be made in advance and exclusively through the gateways payment made available by the site.
The Company is not responsible in any way for the fulfillment of the obligations of a Seller and under no circumstances anyone can ask the Company for a refund or compensation for partial or total breaches of a Seller. In no case, neither for default, nor for pre-existing or subsequent impossibility, both of the Sellers and of the buyers, the refund of the Company's fees may be requested.
IMPORTANT. The Company does not verify the existence or accuracy of the information provided by the buyers or the Sellers, hence the Company
- can not be held responsible in any way for damages deriving from the nonexistence or inaccuracy of the data and elements provided by buyers and Sellers.
- will not refund any payments made on the basis of non-existent or inaccurate information provided through the site. It will therefore be the task of each User to verify the correctness of the information provided through the Portal by the other Users before undertaking any commercial or business relationship
The Company does not control the content of all listings. Compliance of listings with agreement and laws is the sole responsibility of the Seller.
Please use the "Report abuse", at the bottom of the homepage, to report inappropriate or illegal content.
The inappropriate or illegal contents will be removed as soon as possible.
The Seller hereby grants to the Company a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company as contemplated here under.
In the event, the Seller sources the Products from any Supplier, the Seller shall obtain all applicable licenses and consents for the use of such Supplier's Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Company, prior to the display / advertising of such Products on the Portal. In the event the Company receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the Company shall forward such claim to the Seller and the Seller shall be liable to defend such claims and keep the Company harmless and indemnified against the same. The Company may also provide all necessary information regarding the Seller to any such party from whom a genuine claim has been received by the Company and the Seller shall have no objection to the same. The Company may further take any other appropriate legal action against the Seller, as it may deem fit, in this regard.
It is hereby clarified that no rights in the Intellectual Property of the Seller or the Suppliers are granted in favor of the Company except the limited license to use the Intellectual Property for the purposes of providing the Services by the Company.
The term "Intellectual Property" shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.
The Seller shall (either itself or through its Suppliers) be responsible for all warranty and after-sales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regard.
If, for any reason, a Seller should be in default in delivering the product, including a delay in delivery times, originating a refund; its page will be immediately deleted from the Portal and the Seller advertising, if present on the Portal, will be immediately suspended without giving right to any refund to favor of the Seller
The Company retains, at the time of payment by the buyer, a fee of 11.3% on the total amount for the purchase of products by the buyer.
The invoice will be sent to the Seller for the amount of this fee.
It will be the responsibility of the Seller, at his expense, to transport the goods to the address provided by the buyer (only American addresses allowed).
The Seller will also be responsible for all additional and related costs for the delivery of the goods, including any type of guarantee.
No risk or title to the Products shall pass to the Company at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the Seller to the Buyer upon payment and delivery of Products by the Customer of the Products
Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Seller or its Supplier alone and this provision shall survive the termination of the User Agreement
a. This Agreement shall remain in force unless User Agreement is terminated between the Parties in accordance with the terms hereof.
b. The User Agreement may be terminated by either Party in accordance with the following:
Upon material breach of this Agreement by either Party from the non-breaching Party, the non-breaching Party shall be free to terminate the User Agreement forthwith;
Where any Party commits a material breach of the Agreement and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Seller Agreement forthwith.
The Company shall own all rights in any intellectual property created by the Company under this Agreement, including material, designs, graphics created and / or developed by the Company.
Subject to the provision of contained herein, the Company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
The Seller guarantees to have all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Seller Agreement and to supply and sell the Products as contemplated hereunder.
The Seller has procured without limitation all necessary registrations/permits as required under applicable laws for sale of its Products through the Portal. The Seller further represents that the Seller shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Company shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Seller. The Seller hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity obligations of the Seller contained herein shall survive the termination of the Seller Agreement together with these Terms & Conditions.
The Seller has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the Seller Agreement.
All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Seller to the Company and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
The Seller has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Company.
Further the Seller agrees and undertakes that it shall not provide photographs/images of Products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the Products that:
Each Party (the "Indemnifying Party") shall promptly on demand indemnify and hold harmless the other Party and the other Party's officers, directors, employees and agents (collectively, the "Indemnified Party") for and against all liabilities, costs and expenses (including reasonable attorney's fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the User's Agreement (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the User's Agreement (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any such claims.
In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Company's total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the User Agreement shall not exceed the total Margin received by the Company in the preceding 2 months under the Seller Agreement.
Neither Company nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of Company's display of the Seller on the Site. Any Seller is the sole responsibility of the party who provided the content. Company is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Seller content, and shall not be liable to any user in connection with such user's reliance of such Seller content. In addition, Company is not responsible for the conduct of any user's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such user's conduct.
Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each User, specially Buyer, agrees that Company shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks. Users, and not Company, are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Company from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Company or through or from the Site shall create any warranty not expressly stated herein. Under no circumstances shall Company be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, but not limited to, Internet failures, computers, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. Furthermore Company shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
a. Use of the site is at your own risk. For no reason the Company will be held responsible for damages caused to User by the non-observance of the rules of this Agreement or any other law by another User, and for no reason Company can be held responsible for damages caused by anyone, user and non-user, to anyone, from improper use, inappropriate use, use against the law, and, in any case, use not authorized by the Company, of the Portal and of the structures connected to it.
b. This agreement may be modified by the Company. The changes will be immediately communicated to be accepted.
c. The Seller shall not assign or sub-contract any of its rights, obligations, or responsibilities under this Agreement without the prior written consent of the Company.
d. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties.
f. If any provision of this Agreement is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.
g. Each Party shall co-operate with the other Party and execute and deliver to the other Party every instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights here under and the intended purpose of this Agreement and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein
i. It is absolutely forbidden to copy or use in whole or in part of this agreement and the contents of this site without the written authorization of the Company
l. Shine the Light law allows California residents to request information about personal information (if any) we disclosed to third parties for direct marketing purposes in the past calendar year. If you are a California resident you may submit your request for this information to: email@example.com
You agree that, except to the extend inconsistent with or preempted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this agreement.