UrPrinters Services Business Solutions Agreement

(Seller/Printers Agreement)

 

General Terms

 

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM, URPRINTERS SITE, OR SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND QURIO SOLUTIONS PRIVATE LIMITED. BY REGISTERING FOR OR USING THE PLATFORM, URPRINTERS SITE, OR THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE WEBSITE.

 

As used in this Agreement, "we," "us," “Our”, “Qurio”, and "UrPrinters" means the QURIO SOLUTIONS PRIVATE LIMITED company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

 

1. Enrolment

 

To begin the enrolment process, you must complete the registration process for one or more of the Services offered on the Platform. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, email address, applicable tax registration details, and copy of a cancelled cheque of your valid bank account. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

 

2. Service Fee Payments

 

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the UrPrinters Site that you register for or use a Service in connection with, we may require you to submit valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice). You will use only a name you are 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. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, and to debit Bank Account for any sums payable by you to us (in reimbursement or otherwise). At UrPrinters’ option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that UrPrinters shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

 

We may choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with UrPrinters concerning whether any amounts are payable or due.

 

If we reasonably conclude based on information available to us that your 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 UrPrinters Site, 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 you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

 

3. Term and Termination

 

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 you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by UrPrinters therefor. 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, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, 17, and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

 

4. Licence

 

You grant us a royalty-free, nonexclusive, worldwide, irrevocable right and licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, reformat, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of UrPrinters Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize 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 you are unable to do so using the standard functionality made available to you via the applicable UrPrinters Site or Services); 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 you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

 

5. Representations

 

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in your performance of your obligations and exercise of your rights under this Agreement; and (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.

 

6. Indemnification

 

You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents, representatives, and Affiliates) against, any actions, proceedings, claim, demands, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to:

(a) your actual or alleged breach of any obligations in this Agreement;

(b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment, refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto;

(c) any third party claims that may arise on account of the other Party’s negligence, acts of commission or omission or default under this Agreement; or

(d) Your Taxes.

You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

 

7. Disclaimer

 

a. THE URPRINTERS SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "ASIS." AS A USER OF THE SERVICES, YOU ACCESS THE URPRINTERS SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY URPRINTERS TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OUR AFFILIATES 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 NONINFRINGEMENT; (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, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE URPRINTERS 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. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR QUIET ENJOYMENT.

 

b. BECAUSE URPRINTERS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND PRINTERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE URPRINTERS (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) 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 DISPUTES.

 

8. Limitation of Liability

 

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES 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, EVEN IF URPRINTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. 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 YOU TO URPRINTERS IN CONNECTION WITH THE PARTICULAR SERVICE AND THE URPRINTERS SITE GIVING RISE TO THE CLAIM.

 

9. Tax Matters

 

As between the parties, you 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 goods and services tax (GST), cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. UrPrinters is not responsible for collecting, remitting or reporting any GST or other taxes arising from such sale. You 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 audits.

 

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you 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 tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, UrPrinters will deduce the location of recipient, the billing details, place of supply and applicable taxes.

 

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, UrPrinters 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 you against UrPrinters.

 

It is your responsibility as a Printer on the UrPrinters Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the UrPrinters Site.

 

In case of any discrepancy in the reporting / returns filed by you or UrPrinters, you agree that you will resolve such discrepancy immediately and indemnify UrPrinters against any tax, interest and penalty payable in this regard.

 

10. Confidentiality

 

During the course of your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain UrPrinters's exclusive property; (b) you 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) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. You 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.

 

11. Force Majeure

 

We will not be responsible or liable for any delay or failure to perform any of our obligations under this Agreement due to unforeseen circumstances or by reasons, events or other matters beyond our reasonable control, including but not limited to, acts of God, war, riots, embargoes, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or electrical outages, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to (or breakdown of) plant or machinery, shortage of any material, labour, transport, electricity or other supply.

 

12. Relationship of Parties

 

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. UrPrinters is not an auctioneer, neither is it an intermediary between the customer and the Printer. You will have no authority to make or accept any offers or representations on our behalf. You 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 you and us.

 

13. Use of UrPrinters Transaction Information.

 

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any UrPrinters Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any UrPrinters 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, our Affiliates, or any of their 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 UrPrinters Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to UrPrinters Transaction Information for any purpose, even if such information is identical to UrPrinters Transaction Information, provided that you do not target communications on the basis of the intended recipient being an UrPrinters Site user.

 

14. Suggestions and Other Information

 

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the UrPrinters Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

 

15. Modification

 

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on the UrPrinters Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to Your Account, respectively, to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the UrPrinters Site. YOUR CONTINUED USE OF A SERVICE AFTER URPRINTERS’ POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

 

16. Arbitration

 

Parties to this Agreement agree that they intend to discharge their respective obligations in utmost good faith and that they will at all times make all attempts to resolve all their disputes and differences arising out of in connection with this Agreement, amicably and any disputes or differences remaining unresolved shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 and any subsequent amendments thereto.

 

The Party making the reference to arbitration shall appoint an Arbitrator in writing and inform the other Party about the said appointment calling upon such other Party to appoint its arbitrator within fifteen (15) days from the receipt of such written intimation of the appointment. The other Party shall then appoint an Arbitrator within next 15 days, failing which the Party appointing the first arbitrator shall take such steps as afforded by the Arbitration and Conciliation Act, 1996. The two Arbitrators so appointed shall appoint the third Arbitrator, within fifteen (15) days of their appointment and the three-member Arbitral Tribunal shall proceed to resolve the dispute. The venue of the arbitration shall be Delhi. The decision of the arbitrators shall be final and binding on the Parties.

 

Notwithstanding anything contained herein to the contrary, it is further understood and agreed by the parties that an action, for non-payment of the outstanding dues, by UrPrinters against the other party, arising under this Agreement may not be a matter for mandatory arbitration and that UrPrinters in its sole discretion may commence action in the for recovery of the debt.

 

17. Intellectual Property

 

This Agreement does not give either Party any ownership rights or interests in the other Party’s trade name, trademarks, copyrights, patents, trade secrets, know-how, proprietary data, confidential information or other intellectual property. Each Party agrees to comply with the instructions of the other regarding the use of the other Party’s marks, including promotional material, if any, with the other Party’s trademarks and copyrights.

 

UrPrinters shall have the right to use your name, sobriquet, pseudonym, likeness by any means in and only in connection with endorsement/promotion and/or other exploitation thereof in any manner and by any means as the UrPrinters may deem fit for the purpose and term of this agreement.

 

You must ensure that Your listings do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Further, You must ensure to take all reasonable measures and precautions to safeguard any third party's rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity]. You will be liable for any actual or alleged infringement or violation of any third party's rights due to negligence, acts of commission or omission or default.

 

18. Miscellaneous

 

This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Delhi regarding any dispute with UrPrinters relating in any way to this Agreement or your use of the Services. You 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. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. 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.

 

UrPrinter 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 by the applicable Programme Policies. The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.

 

You agree we may communicate with you in English during the Term of this Agreement. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasijudicial, governmental, regulatory or any other authority as may be required by us to cooperate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws. We will send you all notices, updates and other communications (including transactional, promotional and/or commercial communication) at the email addresses designated by you, or Your Account respectively, or on the mobile number provided by you or any other means then specified by UrPrinters. For contractual purposes, you consent to receive such communications through any mode including SMS, email, phone calls etc.

 

You may change your email addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.

 

You must send all notices and other communication relating to UrPrinters to us by using the applicable Contact Us form. Please continue to use UrPrinters site as the primary means of managing your orders and Printer account.

 

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which UrPrinters may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies 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.

 

Definitions

 

As used in this Agreement, the following terms have the following meanings:

 

"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to UrPrinters, "Affiliate" means solely its Affiliates domiciled in India.

 

"UrPrinters Associated Properties" means any website or other online point of presence, other than the UrPrinters Site, through which any UrPinters Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.

 

"UrPinters Site" means www.urprinters.com.

 

"UrPrinters Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from UrPrinters or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.

 

"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India.

 

"Content" means copyrightable works and other content protected under applicable Laws.

 

"Excluded Products" means any products or other items set forth in the excluded products list for the UrPrinters Site or any other UrPrinters Programme Policy that applies to your use of a Service, and any other products or other items that in UrPrinters' sole discretion are not supported for a Service.

 

"Intellectual Property" means all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world. “Intellectual Property Rights” means any patent, registered designs, 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, renewal, permission, and license and causes of action for violation, misappropriation or infringement of any of the foregoing, in each and any part of the world and whether or not registered or registrable and for the full period thereof.

 

"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.

 

"Local Currency" means Indian Rupees (INR).

 

"Order Information" means, with respect to any of Your Products sold through the UrPrinters Site, the order information and shipping information that we provide or make available to you.

 

"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

 

"Programme Policies" means, for the UrPrinters Site, all terms, conditions, policies, guidelines, rules and other information on the UrPrinters Site, including those shown on the "Policies and Agreements" section of Your Account.

 

"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).

 

"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

 

"Service" means each of the following services that UrPrinters makes available on or in connection with the UrPrinters Site: the Selling on UrPrinters Service and the Fulfilment by UrPrinters Service.

 

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.


"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

 

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.

 

"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which UrPrinters may make available to you, for your use in managing your orders, inventory and presence on the UrPrinters Site.

 

"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to UrPrinters or its Affiliates.

 

"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on UrPrinters Service and/or fulfilled or otherwise processed through the Fulfilment by UrPrinters Service in connection with Your Account.

 

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.

 

"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.

 

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in nontext form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

 

"Your Transaction" means any sale of Your Product(s) through the UrPrinters Site.

 

Selling on UrPrinters Service Terms

 

The Selling on UrPrinters Service ("Selling on UrPrinters") is a Service that allows you to list products for sale directly via the UrPrinters Site. These Selling on UrPrinters Service Terms are part of the UrPrinters Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on UrPrinters. BY REGISTERING FOR OR USING SELLING ON UrPrinters, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON UrPrinters SERVICE TERMS. Unless defined in these Selling on UrPrinters Service Terms (including the Selling on UrPrinters Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.

 

S1. Your Product Listings and Orders

 

S1.1 Products and Product Information. You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that is made available for sale through the UrPrinters Site. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the UrPrinters Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the UrPrinters Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the UrPrinters Site. For each item you list on the UrPrinters Site, you will provide to us the state or country from which the item ships.

 

S1.2 Product Listing; Merchandising; Order Processing. UrPrinters reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the UrPrinters Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a Printer on the UrPrinters Site and UrPrinters may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S6.

 

S1.3 Shipping and Handling Charges. For all Products, UrPrinter will determine shipping and handling charges via and subject to our standard functionality and categorizations for our Site and further subject to any shipping and handling charge Programme Policies for our Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be proceeds of UrPrinter.

 

S1.4 Credit Card Fraud. We will not be responsible for any credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products, before printing, if we ask you to do so. Also, if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper. You will refund any customer (in accordance with Section S2.2) that has been charged for an order that we stop or cancel.

 

S2. Sale and Fulfilment, Cancellation, Returns, Replacement, and Refunds

 

S2.1 Sale and Fulfilment. For the UrPrinters Site for which you register or use the Selling on UrPrinters Service, you will: (a) source, sell, fulfil, and deliver your Products to the shipper, in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the UrPrinters Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and deliver each of Your packaged Products to the shipper on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the UrPrinters Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (f) provide to UrPrinters information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an orders specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).

 

S2.2 Cancellations, Alterations, Returns, Replacement, and Refunds. For all of Your Products, you will accept and process cancellations, alterations in the order, returns, replacements, refunds and adjustments in accordance with these Service Terms and the UrPrinters Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products.

 

You will honor cancellation request or alteration request if You have not initiated printing of the product. Also, you will honor any replacement or refund request if the product is faulty, defective, physically damaged, or different from the order, or for non delivery of the product, or for delivery of wrong product. It is clarified that You will not be liable for any input error by the user while placing the order.

 

You will determine and calculate the amount of all refunds and adjustments (including any taxes, or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. You will route all such payments through UrPrinters. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable UrPrinters Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S6). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.

 

S3. Problems with Your Products

 

S3.1 Delivery Errors and Nonconformities; Recalls. We have arranged for a third-party service provider for performing delivery of Your Products to the customer. You are responsible for: any nondelivery, misdelivery, delay, theft or other mistake or act in connection with the fulfilment and delivery of Your Products to the third-party service provider, except to the extent caused by our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any nonconformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

 

S3.2 Guarantee and Chargebacks. If we inform you that we have received a claim under the "Guarantee" offered on the UrPrinters Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable UrPrinters order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated taxes, but excluding any associated Referral Fees retained and not subject to refund by UrPrinters) and all associated credit card association, bank or other payment processing, representment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.

 

S4. Parity with Your Sales Channels Subject to this Section S4, you are free to determine which of Your Products you wish to list for sale on the UrPrinters Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the UrPrinters Site by ensuring that at the applicable Selling: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to users of the UrPrinters Site as the most favourable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products listed on the UrPrinters Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for paymentrelated issues on Your Transactions, which we will provide); and (c) the Content, Required Product Information and other information under Section S1.1 regarding Your Products listed on the UrPrinters Site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any noncompliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S2.2.

 

S5. Compensation

 

S5.1 You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the Nonrefundable Selling on UrPrinters Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on UrPrinters Subscription Fee" means the fee specified as such on the Selling on UrPrinters Fee Schedule for the UrPrinters Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling on UrPrinters Fee Schedule for the UrPrinters Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the UrPrinters Site specified on the Selling on UrPrinters Fee Schedule for the UrPrinters Site at the time of Your Transaction, based on the categorization by UrPrinters of the type of product that is the subject of Your Transaction. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. All taxes or surcharges imposed on fees payable by you to UrPrinters will be your responsibility.

 

S5.2 You grant Us a royalty-free, nonexclusive, worldwide, irrevocable right to raise an Invoice to the customer on your behalf with respect to Your Transaction. The Invoiced amount will be remitted to you after deducting applicable Referral Fee, any applicable Closing Fees, and any applicable taxes and cesses in accordance with Section 6.1 after seven (7) days of the order being delivered to the customer.

 

S5.3 UrPrinters will further raise an Invoice to you towards the applicable Referral Fee and any applicable Closing Fees.

 

S5.4 UrPrinters will perform reconciliation between Your account and the nodal account (as mentioned in section S6.1) on a given business day of every month, wherein the business day would be decided at sole discretion of UrPrinters.

 

S6 Sales Proceeds & Refunds.

 

S6.1. Nodal Account. Remittances to you for Your Transactions will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/200910/231 DPSS.CO.PD.No.1102 / 02.14.08/200910 dated November 24, 2009. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement. Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of nonfulfillment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.

 

 

S6.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S2.2, on the next available Designated Day for UrPrinters Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

 

"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.

 

"Designated Day" means any particular Business Day of the week designated by UrPrinters on a weekly basis, in its sole discretion, for making remittances to you.

 

"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.

 

"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on UrPrinters Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the UrPrinters Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies, if applicable; and (h)tax collected at source under applicable Law.

 

 

S6.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.

 

S7. Control of Site

 

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the UrPrinters Site and the Selling on UrPrinters Service (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the UrPrinters Site and the Selling on UrPrinters Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to delist, or require you not to list any or all products on the UrPrinters Site in our sole discretion.

 

S8. Effect of Termination

 

Upon termination of these Selling on UrPrinters Service Terms in connection with the UrPrinters Site, all rights and obligations of the parties under these Service Terms with regard to the UrPrinters Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

 

S9. Tax Matters

 

In addition to the General Terms, you agree that, unless otherwise agreed by UrPrinters in advance in writing, the price stated by you for Your Products is inclusive of all taxes including GST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale. All payments by UrPrinters to you shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. UrPrinters will retain, in addition to its net fees together with any applicable taxes UrPrinters determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to UrPrinters sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, UrPrinters will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, UrPrinters shall have the right to utilize the retained amount for discharging its tax liability. Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to UrPrinters and UrPrinters shall provide the necessary support and documentation as may be required by you for discharging your obligations. UrPrinters has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case UrPrinters successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.

 

Selling on UrPrinters Definitions

 

"UrPrinters Refund Policies" means the returns and replacement policies published on the UrPrinters Site.

 

“Products” means, without limitations, printed products and merchandises.

 

“Services” means, without limitations, printing services.

 

"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by Us in the relevant inventory/product data feed for Your Product on the UrPrinter Site; or (b) if Your Product is in a product category that UrPrinters designates as requiring shipment within two (2) days (excluding Sundays and public holidays), two (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.

 

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the UrPrinter Site but that we do not honour or support (but only until such time as we honour or support the same on the UrPrinter Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and optedin to participate in your and/or one of its affiliates' membership based customer loyalty or customer incentive programs.

 

"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.

 

"Required Product Information" means, with respect to each of Your Products in connection with the UrPrinters Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as UrPrinters may reasonably request; (c) information regarding instock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by UrPrinters from time to time); (d) categorization within each UrPrinters product category and browse structure as prescribed by UrPrinters from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any UrPrinters published image guidelines); (f) Purchase Price; (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).

 

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment date.

 

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

 

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

 

"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on UrPrinters only.

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