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SERVICES USER AGREEMENT


This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. You are contracting with iStreet Network Limited, a Company incorporated under Companies Act, 1956 having its registered office at 513, Palm Spring, Link Road, Malad West, Mumbai 400064, Maharashtra (India), hereinafter referred to as “iSNL/the Company” (which expression shall unless repugnant to the context be deem to include its subsidiaries, associates, promoter group companies, successors and permitted assigns) . The following terms and conditions constitute your binding obligations. iSNL has developed a unique marketing and selling concept, process and system thru its network of Stores or otherwise, based on Internet and e‐commerce or otherwise (hereinafter called the “Services / System / Store”) for the development, opening and operating of e‐commerce business / store and all related activities exclusively through its own existing platform or through its affiliate platform as may be notified from time to time. The distinguishing features of the System include, but are not limited to, unique methods and procedures, identification schemes, products, marketing programs, selling programs, payment and customer care programs, fulfillment. By agreeing these terms & conditions, as per the process mentioned hereinafter, You are acquiring from iSNL the non‐exclusive license to set up and operate a business / store, utilizing the services of iSNL and its business format, methods, specification, standards, operating procedures, trademarks and upon the terms and conditions hereafter set forth. Your use of any services as the Network Partner offered by iSNL thru its various websites or otherwise {including www.istreetbazaar.com (hereinafter referred to as "the Website") services and tools} is governed by the following terms and conditions and are subject to the general principles and terms & conditions of the respective iSNL websites. If you transact on any iSNL websites, you shall be subject to the policies that are applicable to the respective iSNL sites for such transaction. This Services User Agreement shall come into effect upon your accepting as per the process mentioned on the website or elsewhere herein ("User Agreement"). For the purpose of the User Agreement, context so require ‘You’ or the ‘Network Partner’ shall mean any natural or legal person who has made an offer to become a Network Partner of iSNL by providing Registration Data while registering on the Website as Network Partner using the computer systems of the Website and accepted this electronic version / electronic record of the User Agreement and has allocated himself a unique identification user name (“User ID” and “Password”) to become Registered User. As a new Registered User, this User Agreement shall be effective and binding upon you by accepting terms & conditions as prescribed electronically ‘Acceptance’ shall mean your affirmative action in clicking on ‘check box’, ‘writing your name in the given box’ and pressing on the ‘submit button’ as provided on Network Partner Application form available on the website If you do not agree or are not willing to be bound by the terms and conditions of this User Agreement and iSNL Rules and Policies from time to time, please do not click on the "check box " , “write your name in the given box” and click on “submit” button and do not seek to obtain access to Services or otherwise use the Website.

 

Amendments: iSNL may amend this User Agreement and/or iSNL Rules and Policies at any time. iSNL will send an email to you notifying the details of changes, revision/ modification made in the agreement along with its effective date. Users may communicate their non –acceptance or non-conformity with any change within 3 days if receipt of email, failing which it shall be construed as final and binding on both the parties. After completion of said period of 3 days, iSNL shall post all updates and amendments on www.istreetbazaar.com or iSNL Network website or its affiliate Website and the same shall be effective immediately By impliedly or expressly accepting this User Agreement, You also accept and agree to be bound by iSNL Rules and Policies program, management programs, standards, specifications and proprietary marks and information;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AFORESAID, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE 1 ‐ DEFINITIONS

1.1 In this User Agreement the following terms, to the extent not inconsistent with the context thereof, shall have the meanings

1.1.1 'Agreement' shall mean this User Agreement and shall include any recitals, schedules, annexure or exhibits annexed

1.1.2 ‘Affiliates’ of either Party means affiliates and/or any subsidiaries, holding companies and/or subsidiaries of that

1.1.3 'Business' means, business as described or conducted by iSNL from time to time on its or affiliates website or otherwise

1.1.4 'Confidential Information' means and includes, for the purposes of this Agreement, information about iSNL business activities & processes that is proprietary, which shall include all business, financial, technical and other information of iSNL marked or designated as "confidential" or "proprietary" or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential, but does not include information which is in or enters the public domain without breach of this Agreement or the receiving party lawfully receives information from a third party without restriction on disclosure and without breach of a non‐disclosure obligation or the receiving party knew prior to receiving such information from the disclosing party or develops independently without reference to the Confidential Information of the disclosing party and further includes any proprietary information or any other information considered secret and confidential by any of the Parties, which is disclosed at any time for any purpose whatsoever.

1.1.5 'Law' shall include all statutes, enactments, ordinances, rules, byelaws, regulations, notifications, guidelines, implementation of this Agreement between the Parties or any other information that could be reasonably construed as confidential. Policies, directions, directives and orders of the Government, any statutory authority, court, tribunal or board as shall be applicable from time to time.

1.1.6 'Manual' shall mean information provided by iSNL from time to time in any form, physical, electronic or any otherwise

1.1.7 'Party' shall mean iSNL or YOU or the Network Partner, as the case may be.

1.1.8 ‘Intellectual Property Rights’ or ‘IPR’ means all intellectual property of iSNL and/or its Affiliates, including patents, business process, inventions (whether or not patentable and whether or not reduced to practice), trade and service marks, trade names and the goodwill associated therewith, domain names, right in designs, copyrights, rights in databases, proprietary rights, technical, commercial or financial information of a proprietary or confidential nature (including without limitation manufacturing and production processes and techniques, improvements, customer proposals, customer and supplier information, technical and computer data and software), trade secrets and know‐how, in all cases whether or not registered and including registrations and applications for registration or renewal of any of these, and all rights to apply for the same, rights to receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

1.2 Use of the words in the singular includes the plural and vice versa.

1.3 Any grammatical form of a defined term herein shall have the same meaning as that of such term.

1.4 Any reference to 'writing' includes printing, typing, lithography and other means of reproducing words in visible form.

1.5 The term 'including' shall always mean "including, without limitation", for the purposes of this Agreement.

1.6 The terms 'herein', 'hereinafter', 'hereto', 'hereunder' and words of similar import refer to this User Agreement as a whole.

1.7 The headings of various Articles, Clauses and Sections in this Agreement are inserted for convenience of reference only and shall not affect the construction of the relative provisions.

 

ARTICLE 2- GRANT OF USER RIGHTS

2.1. You warrant and represent to iSNL that you are a natural/legal person with a good standing under the laws of republic of India and has all requisite power and authority to enter into this agreement with iSNL. All the obligations of the “Network Partner” under this agreement are legal, valid and binding obligations enforceable in accordance with its terms. There are no proceedings pending against you, which may have an adverse effect on your ability to perform and your obligations under this agreement.

2.2 On consideration of the your applications and relying on such assurances and representations that you have made to iSNL, it appoints you as a “Network Partner” on the terms and conditions set forth in this agreement and on the website.

2.3 There is no product and/or service and/or territorial exclusivity granted to the “Network Partner” as part of this Agreement by iSNL. iSNL may give such right or a similar right to persons other than you to sell iSNL’s products and services anywhere including geographic area surrounding the premises on good faith and beliefs . In the event of grant of similar right to any other person, Network Partner shall not be entitled to claim for any consequential loss or opportunity loss.

2.4 The license for Services / System / Store under this Agreement shall continue until termination from either parties.

 

ARTICLE 3- OBLIGATIONS

3.1 You shall be responsible for paying all running expenses of the store including but not limited to Rent, Electricity, Water, Society, Internet connection charges or any other similar Charges for the said premises. iSNL shall not be liable to pay any amount for the staff/trainees employed at the said premises or for any service rendered at any outlet during the course of such training.

3.2 Network Partner shall make available the equipment and infrastructure at his own cost for the purpose for running the iStreet Bazaar store. The maintenance and upgradation of furniture, air-conditioners, and the IT equipment such as hardware, software, networking, UPS, server etc. is the responsibility of the Network Partner alone. Network Partner shall ensure that their IT equipments have genuine licenses and up to date antivirus software, anti-malware and other security software installed on their systems. Further you should also ensure that you obtain a stable and fast Internet connection of reputed service provider in order to carry out smooth and uninterrupted business activities.

3.3 iSNL shall provide You and your other key employees, a training course or make available training modules/videos/manuals on the website of such duration and at such location or thru webinar or online training, free or with a chargeable cost, as it may deem necessary, covering all phases of its System. The Network Partner shall also be responsible for the cost of the training, manual for any trainees. The Network Partner should ensure to keep itself updated with all the changes, upgrades, modifications made in the system from time to time.

3.4 iSNL may at its sole discretion provide a person, experienced in the System, to assist the Network Partner at the premises for such period immediately preceding or following the opening as it deems reasonable. Additional start‐up assistance or retraining or refresher courses may be provided by iSNL at its discretion, and at a cost to the Network Partner based on then current daily expenses for the iSNL personnel performing such assistance.

3.5 During the term of this Agreement, iSNL shall furnish to the Network Partner such continuing advice and guidance as is from time to time reasonably required by the Network Partner in the sole judgment of iSNL with respect to the planning, opening and operation of the Business.

 

ARTICLE 4 -SALE OF THIRD PARTY PRODUCTS

4.1 iSNL may engage with third party/parties to provide them with a platform to sell their product on its website, thus operate as marketplace model. Responsibility, liability, fulfillment, product quality and warranty of such products lies with the Third party, who is selling the respective products

4.2 iSNL may display these products under different section of its website with or without displaying the name of the third party who is selling the respective products

4.3 iSNL shall only act as a facilitator or intermediary for such third party products and shall not under any circumstances be held accountable or liable for fulfillment, delivery, quality and return of such products.

4.4 Invoices pertaining to such third party products shall bear the name of the third party as sellers

4.5 In the event of any loss, damage being suffered by the Network Partner on account of third party, the Network Partner shall be liable to be indemnified by the third party seller.

 

ARTICLE 5- USE OF REGISTERETD DATA OF NETWORK PARTNER

5.1 iSNL may use any or all the data registered at its Website to carry on its routine business activity. iSNL may also use the data to carry out marketing activity for its products via various communication mediums such as emails, text messages on mobiles, social and digital media including but not limited to Facebook, Twitter, WhatsApp. The Network Partner acknowledges and understands that these marketing communications contains important information relating to products and their offers, knowledge of which is very critical for the continuity of business of Network Partner. However, iSNL shall give an option to Network Partner to automatically unsubscribe from the marketing e-mailers by clicking on the unsubscription link in the email. For unsubscription through other means of marketing related communication, User shall send an email to support@istreetbazaar.com. In the event of unsubscribtion of marketing communications through any form by the Network Partner, iSNL may consider this as Network Partner’s intent to deactivate its user id and thus the Network Partner shall be treated as Dormant/Inactive Network Partner till a communication is received for re-activation of its user id from such Network Partner.

5.2 iSNL may use your personal information to keep internal records, resolve disputes, troubleshoot problems, measure consumer interest in its products and services, customize experience, detect and protect against error, fraud and other criminal activity, collect any amount legally due to iSNL and enforce iSNL’s terms and conditions.

5.3 iSNL may anytime collect and analyse demographic and profile data about its users' activity on its Website with the intention to improve its product and service offerings, subject to the terms and conditions as detailed in the “Privacy Policy” of the Company listed at Company’s website

 

ARTICLE 6 - ADVERTISEMENT AND PROMOTION

6.1.1 The Network Partner agrees that during the Term of this Agreement and any renewal thereof, put up ‘iStreet Bazaar Store’ sign board outside its store as suggested by iSNL at its own cost. In addition to that, subject to the approval from iSNL in writing, the Network Partner carry out advertising and promotions in respect of the Business of iStreet Bazaar in their local area. The Network Partner shall prominently display, at its expense, in and upon the premises signs of such nature, form, colour, number, location and size and containing such matters as iSNL may direct or approve in writing from time to time and such signs shall be purchased from iSNL or, at its option, from suppliers approved by it; The Network Partner hereby acknowledges that iSNL is the sole and exclusive owner of all copyrights that any and all advertising and promotional material prepared by or on behalf of iSNL and shall at all times remain the property of iSNL; and

 

ARTICLE 7- OPERATIONAL STANDARDS

7.1 The Network Partner agrees that iSNL's technical know‐how, operational methodology, equipment lay‐out, uniformity of approach and adherence to the resource material are essential to the image and reputation of iSNL and therefore the Network Partner shall strictly adhere to the standards, uniformity and other requirements, set out by iSNL from time to time.

7.2 The Network Partner shall operate its place of business in accordance with the standards, specifications and service marks, logos in the Network Partner's place of business, in such manner as may be authorised by iSNL from time to time. The Network Partner also agrees that it shall inform iSNL of any name plates, or display of any trademarks, trade name, service names and logos at its place of business other than those of iSNL, that are in existence at the time of execution of this Agreement or which anytime in future it may install at its place of business. The Network Partner further agrees that changes in standards, specifications and procedures may become necessary from time to time and agrees to accept such modifications, revisions and additions which iSNL in good faith and in exercise of its commercial judgment considers necessary. The Network Partner agrees not to deviate from the standards as laid down from time to time by iSNL

7.3 Any default in the adherence to and in performance of any of the provisions of this Article shall be a ground of termination.

7.4 Without limiting the generality of the foregoing, the Network Partner agrees as follows:‐

7.4.1 to operate the Business with due diligence and efficiency in an up‐to‐date, quality and reputable manner during such days, nights and hours as may be designated by the landlord;

7.4.2 the Network Partner shall ensure that at all times prompt, courteous and efficient service is accorded to its customers. The Network Partner shall in all dealings with its customers and the public adhere to the highest standards of honesty, integrity, fair dealings and ethical conduct;

7.4.3 The Network Partner shall not offer for sale any other products or services from the premises thru any other online or eCommerce website which may be directly in conflict of business with iSNL. 7.4.4 The Network Partner shall participate, support and perform fully in all national, regional and local promotions initiated by iSNL;

7.4.5 The Network Partner shall make available for verification by iSNL or its agency, all the records kept in connection with the business for a reasonable period

7.4.6 The Network Partner shall comply with all municipal, provincial and central laws and regulations.

7.4.9 The Network Partner shall devote their full time and attention to the business of iSNL and shall perform its target, if any.

7.5 The Network Partner acknowledges and agrees that iSNL may from time to time hereafter add to, subtract from, modify or otherwise change the system, including, without limitation, the adoption and use of new or modified trademarks or trade names, new products or services and new techniques in connection therewith, and the Network Partner agrees, at its own cost, to promptly accept, implement, use and display all such alterations, modifications and changes.

 

ARTICLE 8 REPRESENTATIONS AND WARRANTIES

8.1 The Network Partner represents and warrants that: (i) it is a duly organized, validly existing and has good standing under the laws of the jurisdiction of its incorporation; (ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (iii) its execution, delivery and performance of this Agreement has been duly authorized by all necessary action, and this Agreement has been duly and validly executed on its behalf; and (iv) this Agreement constitutes a valid and binding agreement with iSNL and enforceable it in accordance with its terms.

8.2 Network Partner represents and warrants that:

8.2.1 it shall undertake all its obligations under this Agreement and shall perform to the best of its ability, using qualified personnel and all reasonable skill and care, in accordance with standard industry practices and in a timely manner;

8.2.2 it shall ratify all such the acts of its affiliates, shareholders, directors, officers, employees, agents of Network Partner and/or contractors, sub‐contractors, service providers, partners and/or third parties engaged by Network Partner and to indemnify and at all times keep iSNL indemnified for any non‐performance or default of any nature, whether such non‐performance or default is willful or otherwise as may be committed by Network Partner or by any affiliates, shareholders, directors, officers, employees, agents of Network Partner and/or any contractors, sub‐contractors etc.

8.2.2 it shall comply with all applicable laws, rules and regulations that are applicable to the business.

8.2.3 it shall be responsible for any fines and penalties imposed on it by any agency.

8.2.4 it will take all necessary actions that are required to ensure smooth running of operations

8.2.5 it shall be solely responsible for any such injury to any person (including death) or contractors, service providers, partners and/or third parties engaged by him, as the case may be; it’s performance of the obligations hereunder, including its performance of the system and business. It ensures that the business and system as contemplated under this Agreement or any further system and business are compliant with applicable laws, rules and regulations that are applicable to it. Network Partner shall be responsible for identifying, obtaining, maintaining and renewing all governmental licenses or other authorizations reasonably necessary to perform the business and shall indemnify iSNL for any loss arising from noncompliance or negligence on his part or thru its personnel.

8.2.6 it agrees that it will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction, whether those laws, etc. are now in effect or later come into effect during the subsistence of the Agreement.

 

ARTICLE 9 - CONFIDENTIALITY AND SECRECY

9.1 On and from the date of execution of this Agreement the contents of this Agreement and all the Confidential Information that a Party may obtain from the other Party pursuant to this Agreement shall be kept confidential and shall not be disclosed by the Parties to any other third party.

9.2 iSNL owns the information relating to system users or any other information submitted by its System Users (“User Data”) and does not in any way assign, transfer, or convey title of the User Data to Network Partner. Network Partner acknowledges and agrees that the User Data, and all right, title and interest in it, is and shall remain the exclusive property of iSNL, and except as expressly described in this Agreement, Network Partner shall have no rights to copy, use, reproduce, display, perform, modify or transfer the User Data and any derivative works thereof. Network Partner acknowledges and agrees that Network Partner shall not use (or permit any third party to use) the User Data for any other use other than as described herein as such use is likely to cause irreparable harm to iSNL.

9.3 Behavioral Data means any information, data or analysis of or relating to iSNL Users or potential Users of the iSNL, including but not limited to the information, data or analyses of their usage pattern(s) on iSNL or Social Networks, the time they spend on the iSNL Services, their preferences of products and/or services, mode(s) of payment, location(s) of shipment, and mode(s) of delivery captured by Network Partner or iSNL. Further, it is clarified that ‘Behavioural Data’ includes any information, data or analysis, such as transactional data, that may be used directly or indirectly for purposes such as (i) understanding iSNL User preferences and usage patterns, and (ii) predicting future iSNL User behaviour.

9.4 Recipient shall use any Confidential Information, user data or Behavioural Data of iSNL only to perform its obligations or enforce its rights under this Agreement (“Permitted Uses”). Other than User Data or Behavioural Data, Network Partner may disclose the Confidential Information of iSNL to any Affiliate who needs to know such Confidential Information for the Permitted Uses. Network Partner shall be responsible for any unauthorized disclosure or use of Disclosing Party’s Confidential Information by such Affiliate. Network Partner will ensure that each employee or Affiliate having access to the iSNL’s Confidential Information shall comply with the provisions of this section. Before Network Partner provides any Confidential Information of iSNL to any permitted subcontractors, Network Partner shall have an appropriate agreement with any such party sufficient to require the party to treat Confidential Information in accordance with this Agreement. The Network Partner may disclose Confidential Information to the extent required by law or court order, but must give the iSNL reasonable prior notice to permit the iSNL a reasonable opportunity to obtain a protective order except in case of unavoidable legal requirement, in which case, the Network Partner shall inform iSNL within 3 days.

9.5 Protection of Confidential Information. Network Partner shall protect the confidentiality of the Confidential Information of iSNL using at least the same level of care (but no less than reasonable care) that Network Partner uses to protect and maintain the confidentiality of its own Confidential Information.

9.6 Excluded Information. Not including User Data or Behavioural Data, the obligations of Network Partner set forth herein shall not apply to information and materials that is: (i) in the public domain or generally known when received, or thereafter becomes publicly available through no fault of the Network Partner; (ii) already rightfully in the Network Partner’s possession or rightfully received by the Network Partner without a nondisclosure obligation; (iii) independently developed by the Network Partner; or (iv) disclosed to Network Partner by a third party who is under no legal or contractual obligation not to disclose same to Network Partner.

9.7 The Network Partner agrees to maintain the confidentially of all such information during the currency of this Agreement or at any time thereafter any information whatsoever with respect to the Network Partner’s business affairs or the System other than as may be required to enable the Network Partner to conduct its business, and the Network Partner further agrees not to use any such information in any other business or in any manner not specifically approved in writing.

 

ARTICLE 10- INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership All Business and/or System belong exclusively to iSNL. If any Business and/or System is not owned by iSNL by operation of law, Network Partner assigns the ownership of all Intellectual Property Rights in such Business and/or System to iSNL. Network Partner hereby grants iSNL all Intellectual Property Rights licensable by Network Partner that are necessary for iSNL to use the Business and System. iSNL shall retain all right, title and interest in and to all Intellectual Property Rights owned by or licensed to iSNL by third parties. Neither party shall have the right to use the other party’s or its Affiliates’ trademarks, logos or service marks. Network Partner agrees to disclose and furnish promptly to iSNL any and all technical information, specifications, documentation, works of authorship or other creative works and system created specifically for iSNL under this Agreement.

10.2 License to use iSNL Materials, Trademarks and Logos Subject to the terms and conditions of this Agreement, iSNL hereby grants to the Network Partner a limited, non‐ exclusive, non‐transferable license to use the iSNL advertising materials provided to the Network Partner by iSNL (if any, but excluding any third party content) (the “iSNL Materials”), and to use the iSNL trademarks, service marks and logos set forth therein, or as otherwise specified in writing by iSNL (collectively the “iSNL Marks”), solely to display iSNL advertisements and links to iSNL site in accordance with this Agreement and only during the term of this Agreement. Prior to the display by the Network Partner, the Network Partner shall obtain iSNL’s written approval of all uses of the iSNL Materials and iSNL Marks, and resulting advertisements and links displayed by the Network Partner under this Agreement. The Network Partner shall use only the most current iSNL Materials and iSNL Marks, as may be provided by iSNL from time to time. iSNL acknowledges that it is familiar with and approves of the quality of the Network Partner’s products and services, and the quality of products and services bearing iSNL Marks shall be of substantially similar quality. The Network Partner shall not form any combination marks with iSNL Marks. The Network Partner hereby admits and recognizes iSNL’s exclusive ownership of iSNL Marks and the goodwill and reputation of such iSNL Marks worldwide. The Network Partner agrees not to take any action inconsistent with iSNL’s ownership of iSNL Marks and agrees that any benefits accruing from use of such iSNL Marks shall automatically vest in iSNL. Network Partner may not modify for public display any iSNL Materials, logos or marks, except upon receiving iSNL’s prior written approval. Network Partner shall not sublicense, resell, assign or transfer any of its rights hereunder, without the prior written approval of iSNL. Any attempt to resell, assign or transfer such rights absent such approval is void and shall, at iSNL’s sole discretion; result in immediate termination of this Agreement, without liability to iSNL. All rights not expressly granted hereunder are reserved to iSNL.

 

Permission to use iSNL Material: iSNL hereby provides to the Network Partner a non‐exclusive, limited, non‐assignable, non‐licensable and non‐transferable permission to use the contents of iSNL to the extent determined by iSNL in and in relation to the services to be provided by iSNL in this agreement. Nothing in this Agreement shall be interpreted or construed to mean that iSNL has provided any licenses of iSNL material to the Network Partner. Any term contrary to this section as contained in this agreement or any other document / communication shall be null and void.

 

Ownership of Work Product: The Network Partner hereby assigns and agrees to assign in the future to iSNL, or on iSNL’s advice to any third‐party or any corporation being a direct and/or indirect subsidiary and/or associate of iSNL (“iSNL Designee”), the ownership of all right, title and interest in and to any and all Work Product, including ownership of all copyrights, trademarks, patents (and any goodwill associated therewith), trade secrets and other intellectual property (or other proprietary) rights throughout the world contained therein: (i) that is created by the Network Partner, or to which the Network Partner contributes, pursuant to this Agreement; or (ii) that is created by the Network Partner prior to the execution of this Agreement, which the Network Partner created at iSNL’s request in exchange for the consideration the Network Partner receives under this Agreement (“Work Product”). The Network Partner agrees to execute, at iSNL’s request and expense, all documents and other instruments necessary to effectuate such assignment of Work Product, including without limitation, a copyright assignment (“Assignment of Copyright”). iSNL will provide the Network Partner with its standard Assignment of Copyright form upon request. In the event that the Network Partner does not, for any reason, execute such documents within seven (7) days of iSNL’s request, the Network Partner hereby irrevocably appoints iSNL, as the case may be, as the Network Partner’s attorney‐in‐fact for the purpose of executing such documents on the Network Partner’s behalf, which appointment is coupled with an interest. The Network Partner further agrees not to challenge the validity of iSNL’s or iSNL Designee’s, as the case may be, the ownership in the Work Product.

 

Artist’s and Moral Rights. If the Network Partner has any rights, including without limitation “artist’s rights” or “moral rights,” in the Work Product that cannot be assigned, the Network Partner agrees to unconditionally and irrevocably waive enforcement worldwide of such rights against iSNL, and all claims and causes of action of any kind against iSNL, with respect to such rights, and agrees, at iSNL’s expense and request, to consent to and join in any action to enforce such rights. In the event that the Network Partner has any such rights that cannot be assigned or waived, the Network Partner hereby unconditionally and irrevocably grants to iSNL, , worldwide, fully paid and royalty‐free perpetual license to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed.

10.3 No Permanent Interest Neither this Agreement nor the operation of the Business shall in any way given or deemed to be given to the Network Partner any interest in the IPR except for the right to use the IPR solely at the on and the premises and in accordance with the terms and conditions of this Agreement. The Network Partner shall not use the IPR in any manner calculated to represent that it is the owner of the IPR. Neither during the term of this Agreement nor at any time after or termination hereof, shall the Network Partner, either directly or indirectly, dispute or contest the validity or enforceability of the IPR, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the IPR. Any goodwill associated with the IPR shall ensure exclusively to the benefit of iSNL.

10.4 Network Partner’s obligations with respect to IPR Without in any way restricting or limiting subsection 10(1) hereof, the Network Partner covenants and agrees as follows:

10.4.1 that contemporaneously with the execution of this Agreement or forthwith upon any request by iSNL,

10.4.2 that the Network Partner will not use either the IPR or any variations thereof as any part of its corporate,

10.4.3 forthwith upon the termination for any reason whatsoever of this Agreement, the Network Partner will execute such agreements or other instruments in such form and with such parties, as iSNL in its sole discretion shall specify, for the purpose of protecting the interests and rights of iSNL in such IPR, or complying with any applicable trade name, trade‐mark or other similar legislation; firm or business name or for any other purposes, save and except in accordance with the terms and conditions of this Agreement or as may otherwise be specifically authorized by iSNL in writing; and the Network Partner shall cease all use of the IPR (including any colorable imitations thereof) for any purposes whatsoever and the Network Partner shall not make known, either directly or indirectly, following such termination, that the Network Partner previously conducted business under the IPR.

10.5 Affixing of Notice The Network Partner hereby covenants and agrees that it will affix in a conspicuous location in or upon the premises, a sign containing the Following notice “This business is owned and operated independently by (name of Network Partner) who is an authorized licensed user of the trade‐mark of iSNL, which trade mark is owned by iSNL”

10.6 Infringement or Change of IPR - The Network Partner shall immediately notify to iSNL any infringement of or challenge to the Network Partner’s use of any of the IPR and iSNL shall have the sole discretion to take such action as it deems appropriate.

 

ARTICLE 11 - LIABILITY AND INDEMNIFICATION

11.1 The entire liability of the amount collected by the Network Partner from the customers lies on him till the amount is credited into iSNL account. Any loss due to negligence or theft of such money shall be paid from the personal account of Network Partner.

11.2 After a consignment of the ordered goods is received from by the Network Partner, he shall be liable to take due care of the same till the point customer comes to collect the same. Any negligence or act of God that renders the product undeliverable to customer should be on “Network partners” account.

11.3 Network Partner shall indemnify and hold harmless iSNL, its Affiliates and, their respective directors, officers, employees successors, and assigns from any and all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, associated auditing and legal expenses and other costs incurred by iSNL (including reasonable attorneys’ fees and costs of suit) arising from Network Partner’s, its agents’, subcontractors’ or its personnel’s: (a) performance of its obligations not in accordance with this Agreement; (b) breach of this Agreement; (c) violation of any applicable Laws and regulations (d) negligence or willful misconduct, or (e) injury or property damages to iSNL personnel or any third party.

 

ARTICLE 12 ‐ RELATIONSHIP OF PARTIES: iSNL and the Network Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Network Partner shall have no authority to make or accept any offers or representations on behalf of iSNL and the Network Partner will not have the right to bind iSNL or incur any obligation on the its behalf without iSNL’s prior written consent. The Network Partner will not make any statement that reasonably would contradict anything in this Article.

 

ARTICLE 13 ‐ LIMITATION OF LIABILITY: iSNL shall not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, even if iSNL has been advised of the possibility of such damages. The liability of iSNL to the Network Partner arising out of, connected with or resulting from the sale of Products whether in contract, tort (including negligence) or otherwise, shall not in any event exceed the purchase price of the Products on which the Product giving rise to Network Partner's claim is installed. The foregoing shall constitute the sole remedy of the Network Partner and the sole liability of iSNL. In no event shall iSNL be liable for incidental, special, punitive or consequential damages. As used herein, the term "iSNL" shall be deemed to include its Affiliates subsidiaries, assigns, subcontractors, suppliers, and the respective directors, officers, employees, and agent of each.

 

ARTICLE 14 ‐ TRANSFER OF FUNDS

14.1 The Network Partner covenants and agrees to cooperate fully and comply with any System implemented by iSNL for the transfer of funds directly from the bank account of the Network Partner to the bank account of iSNL, including the execution of any preauthorized payment forms required by the Network Partner’s bankers or any such payment process, as iSNL may decide or direct. All the expenses of remitting such funds to iSNL shall be borne by Network Partner. At the time of transferring the funds received from customers, the Network Partner shall not set-off /deduct any amounts for any reason whatsoever and shall transfer the same in full to iSNL accounts

14.2 The “Network Partner” admits that the entire business is on pre-payment basis. It shall be the foremost responsibility of the “Network Partner” to forthwith transfer the amount collected from the consumers to the account of iSNL. iSNL shall be cancelling the orders for which the amount is not deposited in iSNL’s bank account within the prescribed time from time to time. On cancellation of orders due to non-receipt of payment by iSNL, the Network Partner shall be liable to refund the amount to the customer, if it had collected the same from customer.

14.3 The Network Partners unconditionally agrees that in the event of non-transfer of funds in Company account for any reason whatsoever, the Network Partners is liable to immediately refund the same to the customer from whom the amount has been collected.

14.4 The “Network Partner” acknowledges that in the event of non-transfer of the amount collected from the customers and non-refund of the said amount to the customer beyond a period of three days, the “Network Partner” may be treated as “Absconder” and iSNL can inform the local police about the same, notwithstanding the legal and criminal action that may be initiated by the Company against him.

14.5 iSNL reserves the right to cancel any or all the orders of the Network Partner if the Network Partner breaches any conditions of this agreement or omits/ breaches/unfollow the intrusctions, conditions mentioned at the time of respective product. iSNL decision in determining the breach shall be final and cannot be challenged by Network Partner.

 

ARTICLE 15 ‐ CONSIDERATION

15.1 For generating business revenue for iSNL, the Network Partner shall earn commission, calculated as per details mentioned in the “Commission policy” of iSNL, available on the website of the Company. This “Commission Policy” is subject to change from time to time without prior intimation to the Network Partner. The Revised “Commission Policy” will be updated at the website of the Company. Network Partner agrees that it is its duty to keep itself abreast and updated with all the changes in the “Commission Policy” that may happen from time to time.

15.2 iSNL may explicitly mention while promoting some products, that these products shall not earn any commission to Network Partner. This explicit mention shall override the “Commission Policy” and the Network Partner shall not claim any commission of such products.

15.3 iSNL may explicitly mention while promoting some products, a commission rate different from what is mentioned in the “Commission Policy”. This explicit mention shall override the “Commission Policy” and the Network Partner shall be entitled to earn commission explicitly and specifically mentioned while promoting such products.

15.4 iSNL may introduce any incentive plans and/or promotional gifts based on the performance of the Network Partner at its sole discretion. The eligibility of Network Partner for participation in such incentive plans and/or promotion gift is purely decided by iSNL in its absolute discretion and no Network Partner shall be entitled to claim the same from iSNL

15.5 The Network Partner should provide in writing its correct and accurate bank details maintained in its own name to iSNL. In the event of wrong intimation of bank details by Network Partner, and consequent credit of commission in a different account, the Network Partner shall be liable to bear the loss.

15.6 The Network Partner shall give at least 15 days’ notice prior to changing its bank account. Any change of bank account intimation will be updated by iSNL in its record and systems within 15 days of intimation by Network Partner. Any commission processed within the said period of 15 days, might be credited to the old account information available with iSNL.

15.7 Payment of commission shall be liable for tax deduction at source at the applicable rate mentioned in the Income Tax Act, 1961 from time to time

15.8 iSNL shall put its best endeavor to credit the commission for the month in Network Partner bank account in the following month. iSNL shall make the payment through NEFT facility. Any non-credit or wrong credit of commission by the trading bank shall be made good by the bank itself.

15.9 iSNL shall have the right to set off any dues, any payables of Network Partner, any amount due to iSNL before forwarding the commission.

 

ARTICLE 16 ‐ RIGHT TO INSPECTION: iSNL and/or its representatives shall have the rights at all times to inspect the premises and the furnishings, equipment and fixtures thereon and the Products, to take inventory of such Products, and otherwise to examine the manner in which the Network Partner is conducting its business; in the event of any such inspection, the Network Partner and its staff shall co‐ operate fully.

 

ARTICLE 17 ‐ RESTRICTIVE COVENANTS AND TRADE SECRETS: The Network Partner covenants and agrees that, during the term of this Agreement and any renewal period thereof, the Network Partner shall not, without prior written consent of iSNL, either individually or in partnership or jointly or in conjunction with any person firm, association, syndicate or corporation, as principal, agent, shareholder or in any manner whatsoever, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit their names or any part thereof to be used or employed in any business operating in competition with or similar to the Business or businesses of iSNL.

 

ARTICLE 18 ‐ NON-COMPETENCE: “Network Partner” shall keep providing the services within the purview of this agreement through their outlets exclusive with iSNL. Neither the “Network Partner” nor its employees, contractors, sub-contractors, immediate family members shall enter into direct agreements with any other services providers, aggregators, distributors or any similar entity for this purpose, for the duration of this agreement and two years thereafter the termination of the Agreement.

 

ARTICLE 19 ‐ ACKNOWLEDGEMENT OF CORPORATE NETWORK PARTNER: In the event the Network Partner is a corporate, the Network Partner covenants and agrees to deliver to iSNL at any time iSNL may request, the written acknowledgement of such directors, officers, shareholders or employees of the Network Partner, as iSNL shall in its discretion determine, acknowledging that they have reviewed the provisions of this Agreement and that they agree to abide by and be bound by all such provisions.

 

ARTICLE 20 ‐ TERMINATION

20.1 Events of Termination

20.1.1 iSNL shall have the right to terminate its services under this Agreement without giving any notice based on the reasons mentioned below, without prejudice to the enforcement of any other legal right or remedy,:

20.1.2 if Network Partner defaults in making due and punctual payment of any amount payable under this Agreement, when it shall become due and payable, and such default continues for a period of two (2) Working Days after such due date thereof;

20.1.3 if the Network Partner breaches any other of the terms or conditions of this Agreement or any other agreement or undertaking entered into by the Network Partner;

20.1.4 if the Network Partner fails to observe or perform any of the rules, bulletins directives or other notices set forth in the Rules and Policies of iSNL;

20.1.5 if the Network Partner fails to conduct Business in, at or from the premises used by any party other than such as are properly entitled to use same;

20.1.6 if the Network Partner ceases or threatens to cease to carry on business, or takes or threatens to take any action to liquidate its assets, or stops making payments in the usual course of its business;

20.1.7 if the Network Partner makes or purports to make a general assignment for the benefit of creditors;

20.1.8 if the Network Partner makes or purports to make a sale of their place of business without any alternative arrangement;

20.1.9 if Network Partner institutes any proceeding under any statute or otherwise relating to insolvency or bankruptcy or should any proceeding under any such statute or otherwise be instituted against the Network Partner;

20.1.10 if the custodian, receiver, manager or any other person with like powers is appointed to take charge of all or any part of the Network Partner’s undertaking, business, property or assets;

20.1.11 if any lesser or encumbrancer or any other person, corporation or entity lawfully entitled, takes possession of any of the undertaking, business, property or assets of the Network Partner;

20.1.12 if the Network Partner commits or suffers any default under any contract of conditional sale, mortgage or other security instrument;

20.1.14 if the Network Partner or any agent or representative of the Network Partner: (a) fails to submit any report/information/data required to be furnished to iSNL pursuant hereto within (b) if the Network Partner materially distorts any other material information, pertaining to the Business, (c) if the Network Partner fails to generate adequate business as per the monthly targets fixed by iSNL, if any

20.1.15 upon the death or permanent incapacitation of the Network Partner.

20.2 Effect of Termination for any reason whatsoever, the following shall apply:

20.2.1 iSNL at its sole discretion may block the user id of the Network Partner, either temporarily or permanently.

20.2.2 the Network Partner shall, immediately upon request permit iSNL’S representative to enter the premises and,

20.2.2 the Network Partner shall pay to iSNL, within seven (7) days after the effective date of termination , all the dues and other sums that Network Partners owes to iSNL

20.2.3 the Network Partner shall immediately discontinue the operation of the Business, System and the use of the IPR and iSNL shall permanently block the user id of the Network Partner

20.2.4 the Network Partner shall promptly execute such documents or take such actions as may be necessary to abandon option, to cure any default by the Network Partner, to operate the Business for account or to secure the Network Partner’s complete and timely compliance with the other obligations set forth in this section; pending payments towards the orders placed, all the payments received from various buyers of Network Partner and Products have not been delivered, all royalties, advertising fees and other charges then due and unpaid by the Network Partner including, but not limited to iSNL’S costs and expenses in re‐entering the Premises and in completing the acts specified in this section; other proprietary rights licensed under this Agreement, and similar names and marks, or any other designations or marks associating the Network Partner with System. The Network Partner shall cease displaying and using all signs, stationery, letterheads, packaging, forms, marks, manuals, bulletins, instruction sheets, printed matter, advertising and other physical objects used from time to time in connection with the its system or containing or bearing any of the marks and other names, marks or designation, and shall not thereafter operate or do business under any name or in any manner in violation of the above or that might tend to give the general public the impression that it is associated with iSNLor that it is operating a business similar to the business or that it previously conducted its business under the IPR; or the Network Partner’s use of any fictitious business name containing any of the proprietary marks adopted by the Network Partner

20.2.5 Within seven (7) days after the effective date of termination, the Network Partner shall return to iSNL all copies of the Manual, all other confidential material provided to the Network Partner by iSNL and all other materials required to be returned in accordance with this Agreement and remove all of the Network Partner’s telephone numbers and listings in connection with this Business;

 

ARTICLE 21 ‐ SURVIVAL OF COVENANTS: Notwithstanding the termination of this Agreement for any reason whatsoever, all covenants and agreements to be performed and/or observed by the Network Partner under this Agreement or which by their nature survive the termination of this Agreement shall survive any such termination.

 

ARTICLE 22 ‐ FAILURE TO ACT NOT TO AFFECT RIGHTS: The failure of iSNL to exercise any rights or remedies to which it is entitled upon the happening of any of any of the events hereof, shall not be deemed to be a waiver of or otherwise affect, impair or prevent iSNL from exercising any rights or remedies to which it may be entitled, arising either from the happening of any such event, or as a result of the subsequent happening of the same or any other event or events provided for above. The acceptance by iSNL of any amount payable by or for the account of the Network Partner under this Agreement after the happening of any event provided for above, shall not be deemed to be a waiver by iSNL of any rights and remedies to which it may be entitled, regardless of iSNL’s knowledge of the happening of such preceding event at the time of acceptance of such payment. No waiver of the happening of any event shall be deemed to be waived unless such waiver shall be in writing.

 

ARTICLE 23 ‐SERVING OF NOTICES:

23.1 Address of notices

Any notice given under or in connection with this Agreement shall be in writing and in the English language. Notices may be given, by being delivered to the address of the addressee as set out below and marked to the attention of the attention of the following persons: In the case of notice to iStreet Network Limited, 513, Palm spring, Link Road, Malad West Mumbai 400064 (India) or as updated on site from time to time. In the case of Network Partner – the address provided in the registration process and as updated from time to time and email address as provided in the registration form.

23.2 Deemed Service: All notices given in accordance with this Article shall be deemed to have been served as follows:

23.2.1 if delivered by hand, at the time of delivery;

23.2.2 if posted by registered post, at the expiration of seven [7] days after the envelope containing the same was delivered into the custody of the postal authorities.

23.2.3 if communicated by fax/e‐mail, 24 hours from the time of the transmission.

 

ARTICLE 24 ‐ FORCE MAJEURE

24.1 "Event of Force Majeure" shall mean any event or circumstances or combination of events or circumstances that adversely affects, prevents or delays any party in the performance of its obligations in accordance with the terms of this Agreement but only if and to the extent that such events and circumstances are not within the affected party's reasonable control, directly or indirectly, and cannot be remedied by the affected party's exercise of due diligence including, but not limited to, the expenditure of reasonable sums of money; such events and circumstances shall include but not be limited to: any strikes, lockout, fires, acts of God, the effect of any natural element, including, but not limited to, any storm, flood, lightning, earthquake, cyclone or other natural disaster adversely affecting the performance of either party under this Agreement, revolution, wars, rebellion, sabotage, terrorism, civil disturbances, acts of enemies, embargoes or other import restrictions.

24.2 If any of the parties hereto is rendered wholly or partially unable to perform any of its obligations under this Agreement because of an Event of Force Majeure, that party (hereinafter referred to as the Non‐performing Party) shall be excused from whatever performance is affected by such Event of Force Majeure to the extent so affected.

24.3 The Non‐performing Party shall, as soon as reasonably practicable, but in any event not later than 24 hours after learning of the occurrence of the inability to perform any of its obligations due to an Event of Force Majeure, give notice to the other party giving the particulars of the occurrence, including an estimation of its expected duration and probable impact on the performance of its obligations under this Agreement and shall continue to furnish regular reports with respect thereto during the continuance of the Event of Force Majeure.

24.4 The Non‐performing Party shall exercise all reasonable efforts to continue to perform its obligations under this Agreement and to remedy its inability to so perform.

24.5 The Non‐performing Party shall promptly notify the other party of the cessation of such Event of Force Majeure.

24.6 No obligation of either party that arose prior to the occurrence of the Event of Force Majeure shall be excused as a result of such occurrence.

24.7 In the event that the Non‐performing Party is prevented, by an Event of Force Majeure, from performing its obligations under this Agreement for a period exceeding three (3) months then the other party shall be entitled to terminate this Agreement by giving written notice to the Non‐performing Party.

24.8 The provisions of this Article shall not operate to excuse the Network Partner from the prompt payment of any fee or other payment due to iSNL pursuant to the provisions of this Agreement.

 

ARTICLE 25 - DISPUTE RESOLUTION

25.1 This Agreement and any legal matters that may arise out of or in connection with this Agreement will be subject to and construed exclusively in accordance with the laws of the Republic of India.

25.2 In the event of any controversy, dispute or claim arising out or relating to this Agreement, to the breach or alleged breach thereof, or affecting this Agreement in any way (a “Dispute”), Both Parties shall try with all reasonable efforts to negotiate and resolve all Disputes in good faith within thirty (30) Days of such dispute having arisen, before resorting to any contentious dispute resolution.

25.3 In the event the Dispute is not resolved under Article 25.2, the Parties agree that the Dispute shall be finally settled by arbitration. Such arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 or any amendment or reenactment thereof (“Indian Arbitration Act”) by a single arbitrator to be appointed by iSNL. The venue of arbitration shall be at Mumbai, India and the arbitration shall be conducted in English language.

25.4 The arbitrator shall apply the substantive law of India in resolving the Dispute. The decision of the Arbitrator shall be final and binding upon the Parties hereto.

25.5 The decision and award of the arbitrator shall be kept confidential by the Parties and shall not be disclosed by them other than to comply with any legal or regulatory obligation or to make appropriate filings with any statutory authority or in court proceedings relating to any application concerning the award that is made by either Party pursuant to the Indian Arbitration Act. This Agreement shall be interpreted in accordance with and shall be subject to the Laws of India and all Parties hereby agree to submit to the exclusive jurisdiction of the competent Courts in Mumbai in all matters arising out of this Agreement.

 

ARTICLE 26 -SUCCESSORS AND ASSIGNS

26.1 Neither Party may assign their rights or obligations under this Agreement without the prior written consent of the other party and any attempt to do so without such written consent shall be void. Notwithstanding the foregoing, iSNL may, without the written consent of Network Partner, assign any and/or all of its rights and obligations under this Agreement to: (a) an entity that acquires all or substantially all of it assets, or all or substantially all of the assets of one or more of its business units, (b) an Affiliate; or (c) a successor entity in a merger or acquisition (d) master Network Partner or called by any other name. Subject to the foregoing, this Agreement shall be binding on the Parties and their respective successors and permitted assigns.

26.2 Counterparts: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means (for example, facsimile) shall be considered an original.

26.3 Exclusivity: During the term of this Agreement the Network Partner shall not enter into any formal or informal contract or agreement with any entity that may be a competitor of iSNL which may require the Network Partner to undertake or perform same or similar activities and/or services as agreed in this Agreement unless approved by iSNL in writing.

26.4 Publicity: The Network Partner shall not quote iSNL, make any press announcements regarding this Agreement or publicize this Agreement or the nature of the Services or Deliverables in any way, except with the prior written consent of iSNL and subject to the provisions of this Agreement.

26.5 Severability: If any of the provisions contained in this Agreement shall, be held invalid, illegal or unenforceable by competent judicial authority, the validity of the remainder of the Agreement shall be unaffected and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein unless such enforceability materially affects the parties’ rights under this Agreement.

26.6 Waiver: The waiver by iSNL of a breach of any provision of this Agreement by Network Partner shall not be construed as a waiver of any other or subsequent or preceding breach by Network Partner. No waiver by iSNL of any right under this Agreement shall be construed as a waiver of any other right. iSNL shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

26.7 Entire Agreement and Modification This Agreement shall contain the entire understanding of the Parties and shall be read in conjunction with each other and shall supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.