Terms and Sales

 

Please read these conditions carefully before using the Oneplus.in website. By using the Oneplus.in website, you signify your agreement to be bound by these conditions.

These "Terms of Sale" constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.

· Conditions Relating to Your Use of Oneplus.in

· Terms of Sale

· Non-Disclosure Agreement (NDA)

· Affordability / Sales Promotion Schemes

 

Conditions Relating to Your Use of Oneplus.in

 

1. Your Account

If you use the website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering. Oneplus.in reserves the right to refuse access to the website, terminate accounts, remove or edit content at any time without notice to you.

2. Privacy

Please review our Privacy Policy which also governs your visit to Oneplus.in, to understand our practices. The personal information / data provided to us by you during the course of usage of Oneplus.in will be treated as strictly confidential and in accordance with the Privacy Notice and applicable laws and regulations. If you object to your information being transferred or used, please do not use the website.

3. E-Platform for Communication

You agree, understand and acknowledge that the website is an online platform that enables you to purchase products listed on the website at the price indicated therein at any time from any location.

4. Access to Oneplus.in

We will do our utmost to ensure that availability of the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.

5. Licence for website access

Subject to your compliance with these Terms of Sale and payment of applicable fees, if any, ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED  grants you a limited licence to access and make personal use of this website, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED  and / or its affiliates, as may be applicable. This licence does not include any resale or commercial use of this website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this website or its contents; any downloading or copying of account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools.

This website or any portion of this website (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, distributed or otherwise exploited for any commercial purpose without express written consent of ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliates, as may be applicable.

You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Oneplus.in and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilising OnePlus Technology IndiaPrivate Limited's or its affiliates' names or trademarks without the express written consent of ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliates, as applicable. Any unauthorised use terminates the permission or license granted by ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliates, as applicable.

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of Oneplus.in as long as the link does not portray OnePlus Technology  India Private Limited, Oneplus.in, their affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Oneplus.in logo or other proprietary graphic or trademark as part of the link without express written consent of ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliates, as may be applicable.

6. Your Conduct

You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way You understand that you, and not Oneplus.in, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only. You must not use the website for any of the following:

· for fraudulent purposes, or in connection with a criminal offense or other unlawful activity

· to send, use or reuse any material that does not belong to you; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, insulting or harassing, blasphemous, defamatory, libellous, obscene, pornographic, paedophilic, or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, patent, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, defence, security or sovereignty of India or friendly relations with foreign States or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam; or is patently false and untrue.

· to cause annoyance, inconvenience or needless anxiety

7. Reviews, comments, communications and other content

Users of this website may post reviews, comments and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." In the event a user uses a false e-mail address, impersonates any person or entity, or otherwise misleads as to the origin of any content. Oneplus.in reserves the right (but not the obligation) to remove, refuse, delete or edit any content that in the sole judgement of Oneplus.in violates these Terms of Sale and, or terminate your permission to access or use this website.

If you do post content or submit material, and unless we indicate otherwise, you

1. (a) grant ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates a non-exclusive, royalty-free, irrevocable, perpetual and fully sublicensable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and

2. (b) ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose.

You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to OnePlus Technology India Private Limited, including the execution of deeds and documents, at its request.

You represent and warrant that you own or otherwise control all of the rights to the content that you post or that you otherwise provide on or through the website; that, as at the date that the content or material is submitted to Oneplus.in: (i) the content and material is accurate; (ii) use of the content and material you supply does not breach any applicable Oneplus.in policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory); (iii) the content is lawful. You agree to indemnify ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.

8. Claims against Objectionable Content

You can refer to the product detail page on Oneplus.in for checking any product details regarding the following:

· the total price in single figure of any good or service, along with the breakup price for the good or service, showing all the compulsory and voluntary charges such as delivery charges, postage and handling charges, conveyance charges and the applicable tax, as applicable. These details are available on the invoice issued to you. To understand how to generate an invoice you can refer here.

· goods and services offered for sale by the seller including country of origin which are necessary for enabling the consumer to make an informed decision at the pre-purchase stage.

· importer and the guarantees related to the authenticity or genuineness of the imported products; and.

· guarantees or warranties applicable to such goods or services.

9. Copyright, authors' rights and database rights

All content included on the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of OnePlus Technology India Private Limited, its affiliates or its content suppliers and is protected by India and international copyright, authors' rights and database right laws. The compilation of all content on this website is the exclusive property of ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates and is protected by laws of India and international copyright and database right laws. All software used on this website is the property of OnePlus Technology India Private Limited, its affiliates or its software suppliers and is protected by India and international copyright and author' rights laws.

You may not systematically extract/ or re-utilise parts of the contents of the website without ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliate's (as may be applicable) express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this website, without ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliates (as may be applicable) express written consent. You may also not create and/ or publish your own database that features substantial (eg: prices and product listings) parts of this website without ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and / or its affiliate's (as may be applicable) express written consent.

10. Intellectual Property Claims

ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates respect the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, please reach out to us via

11. Trademarks

ONEPLUS.IN, ONEPLUS, THE ONEPLUS LOGO and other marks indicated on our website are trademarks or registered trademarks of Oneplus.in or its subsidiaries (collectively "Oneplus"), in the European Union and/or other jurisdictions. Oneplus.in's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Oneplus. Oneplus's trademarks and trade dress may not be used in connection with any product or service that is not Oneplus', in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Oneplus. All other trademarks not owned by Oneplus that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Oneplus.

12. Disclaimer

You acknowledge and undertake that you are accessing the services on the website and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the website. You further acknowledge and undertake that you will use the website to order products only for your personal use and not for business purposes. We shall neither be liable nor responsible for any actions or inactions of sellers nor any breach of conditions, representations or warranties by the sellers or manufacturers of the products and hereby expressly disclaim and any all responsibility and liability in that regard.

We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the website. While we have taken precautions to avoid inaccuracies in content, this website, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products on the website. At no time shall any right, title or interest in the products sold through or displayed on the website vest with Oneplus nor shall Oneplus have any obligations or liabilities in respect of any transactions on the website.

13. Indemnity and Release

You shall indemnify and hold harmless OnePlus Technology India Private Limited, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms of Sale or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

You hereby expressly release ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the vendors and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.

14. Children

Use of Oneplus.in is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. If you are a minor i.e. under the age of 18 years, you may use Oneplus.in only with the involvement of a parent or guardian.

15. Other Businesses

Parties other than ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and its affiliates may operate stores, provide services, or sell product lines on Oneplus.in. We are not responsible for examining or evaluating, and we do not warrant or endorse the offerings of any of these businesses or individuals, or the content of their websites. ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties. You can tell when a third-party is involved in your transactions, and we may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other Terms of Sale.

16. Communications

When you visit Oneplus.in, you are communicating with us electronically. You will be required to provide a valid phone number while placing an order with us. We may communicate with you by e-mail, SMS, phone call or by posting notices on the website or by any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages), from us with respect to your use of the website and/or your order placed on the website.

17. Losses

We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the website.

18. Alteration of Service or Amendments to the Conditions

We reserve the right to make changes to our website, policies, and these Terms of Sale at any time. You will be subject to the policies and Terms of Sale in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

20. Events beyond our reasonable control

We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

20. Waiver

If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

21. Governing law and Jurisdiction

These conditions are governed by and construed in accordance with the laws of India. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Bangalore .

22. Our Details

This website is operated by OnePlus Technology India Private Limited.

23. Export Regulations

a. Dealer acknowledge that all Products obtained from ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED  may be subject to the US government export control and economic sanctions laws. Dealer assures that it, its subsidiaries and Affiliates will not directly or indirectly export, re-export, transfer or release (collectively, “export”) any Products or direct product thereof to any destination, person, entity or end-use prohibited or restricted under US laws without prior US government license to the extent required by applicable regulation. The US government maintain embargoes and sanctions against certain countries, currently Cuba, Iran, North Korea, Sudan, Syria and Crimea of Ukraine, but any amendments to the countries under a US embargo or sanction shall apply. Dealer acknowledges that other countries may have trade laws pertaining to import, use, export or distribution of Products, and the compliance with the same is the responsibility of the Dealer.

b. Dealer represents and warrants that, (1) it shall not sell, offer to sell, transfer, the Products to any entity that is enlisted on Denied Persons List, Entity List, Specially Designated Nationals and Blocked Persons List. (2) it shall not use the Products for illegal purposes, including but not limited to military purpose.

 

Terms of Sale (between ONEPLUS TECHNOLOGY INDIA PRIVATE LIMITED and the Customer)

 

Please read these conditions carefully before placing an order for any products ("We" or "Our" or "Us", wherever applicable) on the Oneplus.in (the website). These conditions signify your agreement to be bound by these conditions.

In addition, when you use any current or future Oneplus.in service, you will also be subject to the terms, guidelines and conditions applicable to that service ("Terms").

1. Conditions Relating to the Sale of Products to You

This section deals with conditions relating to the sale of products on the website by us to you.

2. Our Contract

Your order is an offer to us to buy the product(s) in your order. When you place an order to purchase a product from us, you will receive an e-mail confirming receipt of your order and containing the details of your order (the "Order Confirmation E-mail"). The Order Confirmation E-mail is acknowledgement that we have received your order, and does not confirm acceptance of your offer to buy the product(s) ordered. We only accept your offer, and conclude the contract of sale for a product ordered by you, when the product is dispatched to you and an e-mail confirmation is sent to you that the product has been dispatched to you (the "Dispatch Confirmation E-mail"). If your order is dispatched in more than one package, you may receive a separate Dispatch Confirmation E-mail for each package, and each Dispatch Confirmation E-mail and corresponding dispatch will conclude a separate contract of sale between you and us for the product(s) specified in that Dispatch Confirmation E-mail.

You authorize us to declare and provide declaration to any governmental authority on your behalf stating the aforesaid purpose of the products ordered by you on the website.

You can cancel your order for a product at no cost any time before we send the Dispatch Confirmation E-mail relating to that product.

3. Returns

You can review return policy for products listed on Oneplus.in by referring to the FAQ section.

Please review our Returns Policy, which applies to products sold by us.

4. Pricing and availability

We list availability information for products sold by us on the website, including on each product information page. Beyond what we say on that page or otherwise on the website, we cannot be more specific about availability. Please note that dispatch estimates are just that. They are not guaranteed dispatch times and should not be relied upon as such. As we process your order, you will be informed by e-mail if any products you order turn out to be unavailable.

For more details, please review our Privacy Policy which applies to products ordered from us.

All prices are inclusive of VAT/CST, service tax, Goods and Services Tax ("GST"), duties and cesses as applicable - unless stated otherwise.

5. Taxes

You shall be responsible for payment of all fees/costs/charges associated with the purchase of products from us and you agree to bear any and all applicable taxes including but not limited to VAT/CST, service tax, GST, duties and cesses etc.

6. Children

Use of Oneplus.in is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. If you are a minor i.e. under the age of 18 years, you may purchase only with the involvement of a parent or guardian.

7. Communications

When you visit Oneplus.in, you are communicating with us electronically. You will be required to provide a valid phone number while placing an order with us. We may communicate with you by e-mail, SMS, phone call or by posting notices on the website or by any other mode of communication. For contractual purposes, you consent to receive communications including SMS, e-mails or phone calls from us with respect to your order.

8. Losses

We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when a contract for the sale of goods by us to you was formed.

9. Alteration or Amendments to the Conditions

We reserve the right to make changes to our policies, and these Terms of Sale at any time. You will be subject to the policies and Terms of Sale in force at the time you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

10. Events beyond our reasonable control

We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

11. Waiver

If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

12. Governing Law and Jurisdiction

These conditions are governed by and construed in accordance with the laws of India, and the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Bangalore .

 

 

 

NON-DISCLOSURE AGREEMENT

 

1. Purpose

The Parties enter into the MODERN TRADE AGREEMENT (“Purpose”) and in connection with the Purpose, each Party has disclosed, and may further disclose certain information (in such capacity a Party disclosing the information, the “Disclosing Party”) to the other Party (in such capacity a Party receiving the information, the “Receiving Party”), that the Disclosing Party desires the Receiving Party to treat as confidential.

2. Confidential Information

2.1  Definition

“Confidential Information” shall mean any information disclosed by either Party and/or its Affiliates to the other Party and/or its Affiliates, (i) in discussions relating to that information, regardless whether those discussions occur prior to, concurrent with, or following disclosure of the information, or (ii) in writings, electronic, magnetic or other tangible forms, provided that such information is marked with the name, sign, trade mark, or trade name of the Disclosing Party or is otherwise clearly and conspicuously marked as proprietary or confidential, or (iii) orally or in other intangible form, provided that such oral information is designated as proprietary or confidential at the time of disclosure, and (iv) any information, regardless of the means of disclosure, that by its nature is the type of information normally considered proprietary or confidential. Confidential Information includes, but is not limited to, any information on sales data, marketing, distribution, business plans and other commercial terms and conditions, technical, financial, managerial, legal (including but not limited to information relating to licensing, litigation, mediation, or arbitration), personnel and labor, business or the company’s development strategy of information or data, as well as any Party’s technology, engineering design, circuit design, manufacturing methods, formulation, process procedures, technical specifications, computer programs, software, databases, source code, physical coding, design, ideas, drawings, samples, models, photos, prices, contracts, application to government departments, content development, programming, specifications, manuals, business plans, diagrams, flow charts, customer lists and related information, marketing plans, cargo channels, financial and tax reports, any similar information and the existence of this Agreement, its terms, the fact that the Parties are discussing the Purpose, and oral and written communications between the Parties regarding the Purpose, all of which shall be deemed Confidential Information.

2.2 Exceptions

The Confidential Information shall not include any information that: (i) was already known at the time of its disclosure hereunder, or becomes thereafter publicly known otherwise than through wrongful act or omission by the Receiving Party; (ii) was rightfully known by or in the lawful possession of the Receiving Party prior to or at the time of disclosure; (iii) is rightfully obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; (iv) is independently developed by the Receiving Party without any use of Confidential Information from the Disclosing Party as proven by the written records of the Receiving Party.

2.3 Compelled Disclosure

Notwithstanding anything contained herein to the contrary, if the Receiving Party is required by any government or judicial order, to disclose any of the Confidential Information, the Receiving Party must immediately notify the Disclosing Party in writing of the requirement. The Receiving Party must: (i) to the extent practicable, where the Disclosing Party requests, assist and permit the Disclosing Party to oppose or restrict disclosure; and (ii) in any event to the extent practicable, where disclosure is required by government or judicial order, make disclosure on terms which will preserve the strictest confidentiality of the Confidential Information.

3. Confidentiality Obligations

3.1 The Receiving Party agrees that it shall use the Confidential Information only for the Purpose defined herein.

3.2 The Receiving Party may disclose the Confidential Information to its employees，respective Affiliates or its authorized entities agreed by the Disclosing Party in advance to the extent strictly necessary for the Purpose defined herein. In such an event, afore-mentioned entities of the Receiving Party may only use the Confidential Information to the same extent the Receiving Party is permitted to do so under this Agreement, and the Receiving Party hereby warrants and undertakes to ensure that such entities shall be bound by written obligations of confidentiality no less stringent than the provisions in this Agreement. The Receiving Party shall be fully liable to the Disclosing Party for any action or inaction on the part of any such entities that receives Confidential Information pursuant to the provisions of this Clause 3.2. For the avoidance of doubt, the Receiving Party shall not disclose the Confidential Information to any other third Parties without the Disclosing Party’s prior written permission. For the purpose of this Agreement, an “Affiliate” of a Party means a company or other legal entity that controls, is controlled by, or is under common control with such Party, but any such company or other legal entity shall be deemed to be an Affiliate only as long as such control exists. For the purposes of this definition, “control” shall mean direct or indirect ownership of more than fifty percent (50%) of the voting power, capital, or other securities of the controlled or commonly controlled entity.

3.3 The Receiving Party agrees to exercise at least the same degree of care as it uses with regard to its own Confidential Information in protecting the Disclosing Party’s Confidential Information, but in no event less than a reasonable degree of care.

3.4 The Receiving Party undertakes to notify the Disclosing Party immediately upon becoming aware of any breach of this Agreement by the Receiving Party or by anybody to whom the Receiving Party has disclosed the Confidential Information and to give all necessary assistance in connection with any steps which the Disclosing Party may wish to take to prevent or stop such breach or threatened breach.

3.5 The Receiving Party shall not reverse engineer or disassemble the Confidential Information, and shall not seek any intellectual property by using the Confidential Information.

4. No License

Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, its Affiliates or its authorized entities, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the other Party, its Affiliates or its authorized entities existing, prior to, or coming into existence after, the Effective Date of this Agreement.

5. No Obligation

Disclosure or receipt of Confidential Information herein shall not constitute or imply any promise to create an agency, joint venture, partnership, or any other formal business relationship between the Parties, to purchase or provide any goods or services, or to enter into any other business arrangement.

6. No Warranty

All Confidential Information is provided “AS IS” and without any warranty, expressed or implied, or otherwise, as to the accuracy, completeness, or fitness for special purpose.

7. Return

All documents and other tangible objects containing or representing Confidential Information that have been disclosed by The Disclosing Party to The Receiving Party, and all copies or extracts thereof or notes derived therefrom that are in the possession of The Receiving Party, shall be and remain the property of The Disclosing Party and shall be promptly returned to The Disclosing Party or destroyed (with proof of such destruction), each upon (i) The Disclosing Party’s written request, or (ii) expiration or termination of this Agreement, or (iii) either Party elects not to pursue the business cooperation contemplated by the Purpose of this Agreement. In spite of the return or destruction of Confidential Information, the Receiving Party and its employees are subject to the restriction of this Agreement until the termination of the Receiving Party’s confidentiality obligations as agreed upon in this Agreement.

8. Indemnity and Remedies

8.1 The Receiving Party agrees to indemnify the Disclosing Party for any and all losses, reasonable costs (including but not limited to attorney’s fees) and liabilities incurred by the Disclosing Party due to a breach of the confidentiality obligations imposed under this Agreement or the misuse or improper use of Confidential Information by the Receiving Party.

8.2 The Receiving Party acknowledges that such Confidential Information has been developed or obtained by the Disclosing Party by the investment of significant time, effort and expense, and that such Confidential Information provides the Disclosing Party with a significant competitive advantage over its competitors. The Receiving Party understands and agrees that, because of the unique nature of the Confidential Information, the Disclosing Party will suffer immediate, irreparable harm in the event the Receiving Party fails to comply with any of the Receiving Party's obligations under this Agreement, that monetary damages will be inadequate to compensate the Disclosing Party for such breach and that the Disclosing Party shall have the right to enforce this Agreement by injunctive relief or other equitable remedies.

9. Term

9.1 This Agreement shall become effective as the Effective Date written above and shall remain effective until the Term of MODERN TRADE AGREEMENT ends. The obligations of the Receiving Party under this Agreement shall exist for three (3) years after expiration or termination of this Agreement.

9.2 This Agreement shall apply to Confidential Information received by the Receiving Party prior to Effective Date of this Agreement.

10. Governing Law and Disputes Resolution

10.1 This Agreement are governed by and construed in accordance with the substantive laws of India, without respect to conflict of law provisions.

11. Miscellaneous

11.1 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements or terms between the Parties regarding such subject matter.

11.2 The rights and obligations of this Agreement shall not be transferable, assignable, or otherwise transferred to any third parties.

11.3 Each Party shall take all appropriate measures to comply with all applicable national export control laws, regulations, and rules including but not limited to the U.S. Export Administration Regulation. Either Party shall provide the other Party with the export control classification information of any technology, software or item exchanged according to this Agreement upon written request from the requesting Party.

11.4 No delay or failure by either Party to exercise any of its powers, rights, or remedies under this Agreement shall operate as a waiver of any of them, nor shall any single or partial exercise of any such powers, rights, or remedies preclude any other. Any waiver by any Party of any provisions of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver be construed as a waiver of such provision with respect to any other event or circumstances, whether past, present, or future. Furthermore, the remedies provided for in this Agreement are cumulative and not exclusive of any provided by law.

11.5 If any provision in this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall have full force and effect, and the invalid or unenforceable provision shall be modified or partially enforced, to the maximum extent permitted to affect the original intent of the Parties.

11.6 No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.

11.7 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures scanned and sent by email, delivered by facsimile, or executed by electronic signature shall have the same force and effect as a manually signed original thereof. Neither party shall deny the legal effect or enforceability of this Agreement solely because it is in electronic form or because an electronic signature was used in its formation.

 

In case of any conflict and/ or deviations between the terms and conditions of the main part of the MODERN TRADE AGREEMENT and this NDA attached as annexure 5 to the main Part of the MODERN TRADE Agreement, the terms of this NDA annexure shall prevail.

 

Affordability/Sales Promotion Schemes

 

In order to increase sell-out of products to end customers, the Dealer (Seller) shall run certain sales promotion schemes as per offer communication shared from Vendor (Brand) on email including but not limited to the schemes mentioned below. The source of claim validation, the proof of claim validation, the suggested settlement mode are listed down as below.

 

 

 

 

*- In case of instant bank discount’s transaction listing, required fields need to be submitted as duly communicated during offer roll out. In case Dealer has been paid for transactions which are rejected by bank during reconciliation, Vendor reserves the right to claw back total amount reimbursed for such transaction from the Dealer.