1. PREAMBLE
1.1 This Vendor Agreement (“Agreement”) is executed as of the date of electronic
acceptance (“Effective Date”), by and between KAMGROVE, a partnership firm with its
registered address at 104, Shanti Apartment, Raghunath Nagar, Mehmoorgunj, Varanasi
(“Platform”), and the individual or entity registering as a vendor on the Platform
(“Vendor”).
1.2 The Platform operates an online marketplace accessible through the website
www.silksagas.com, and any related platforms or mobile applications (“Platform”),
facilitating the sale of products by vendors to end consumers (“Customers”).
1.3 The Vendor desires to utilize the Platform to list and sell its products, and the Platform
agrees to provide the necessary digital infrastructure and services to enable such sales,
subject to the terms and conditions herein.
1.4 The Platform and the Vendor are hereinafter referred to individually as a “Party” and
collectively as the “Parties”.
1.5 By clicking the “I Agree” button during the vendor registration process, the Vendor
acknowledges, represents, and warrants that it has carefully reviewed, understood, and
unconditionally accepts all terms and conditions stipulated in this Agreement, the
Platform’s Terms and Conditions, and all applicable Company Policies, which are hereby
incorporated by reference.
2. VENDOR ELIGIBILITY AND REPRESENTATIONS
2.1 The Platform is available only to individuals or entities capable of forming legally binding
contracts under applicable law. Individuals or entities deemed “incompetent to
contract” under applicable law, including but not limited to minors and judicially
declared insolvents, are expressly prohibited from utilizing the Platform.
2.2 If the Vendor is a natural person, the Vendor represents and warrants that they are at
least eighteen (18) years of age and possess the legal capacity to enter into this
Agreement.
2.3 In the event that the Vendor is a minor, as defined by applicable law, the Vendor is
strictly prohibited from registering as a vendor, engaging in transactions, or otherwise
utilizing the Platform. The Platform reserves the absolute right to terminate the
registration and/or deny access to the Platform upon discovery of the Vendor’s minority.
2.4 If the Vendor is a legal entity, the Vendor represents and warrants that it is duly
organized, validly existing, and in good standing under the laws of its jurisdiction of
incorporation or formation, and possesses all requisite power and authority to conduct
its business and enter into this Agreement.
2.5 If an individual is registering as a vendor on behalf of a legal entity, such individual
represents and warrants that they are duly authorized by the legal entity to execute this
Agreement, the Platform’s Terms and Conditions, and all applicable Company Policies,
and that such execution legally binds the legal entity.
2.6 The Vendor represents and warrants that all information provided during the
registration process is true, accurate, current, and complete. Any misrepresentation or
omission may result in the immediate termination of the Vendor’s account.
3. ACCOUNT AND REGISTRATION
3.1 To register and utilize the Platform, the Vendor shall provide accurate, current, and
complete information as required by the Platform.
3.2 Such information shall include, but not be limited to:
Vendor’s full legal name
Complete address
Contact details
GSTIN
PAN
Business PAN
Pin code
Registered address of the business
Pick-up address
Bank account details
Trade names
Pricing details of Products.
3.3 The Vendor shall also provide accurate and complete details pertaining to the Vendor’s
Products, including:
Names and addresses of manufacturers or packers
Relevant details pertaining to imported goods or services
Guarantees or warranties applicable to all goods or services the Vendor intends
to sell on the Platform.
3.4 The Vendor represents and warrants that all information provided to the Platform is
true, accurate, current, and complete, and in accordance with this Agreement, the
Platform’s Terms and Conditions, Privacy Policy, and all other applicable Company
Policies. The Platform reserves the right to indefinitely suspend, terminate, or block
access to the Vendor’s account without prior notice if any information provided is found
or suspected to be untrue, inaccurate, outdated, incomplete, or not in accordance with
these documents.
3.5 The Vendor is responsible for maintaining the accuracy, currency, and completeness of
its account information. The Vendor shall promptly update all account information to
ensure it remains accurate, current, and complete. The Vendor shall immediately notify
the Platform of any changes that may materially impact the Vendor’s transactions on the
Platform.
3.6 Subject to this Agreement and any applicable order(s), the Service will be available to
the Vendor. The Platform will use commercially reasonable efforts to make the Service
available 24 hours a day and 7 days a week, except during planned downtime with
advance notice to the Vendor or the occurrence of a Force Majeure Event.
3.7 The Vendor acknowledges and agrees that its use of the Platform is not contingent on
the delivery of any future functionality or features, or dependent on any oral or written
public comments by Kamgrove regarding future functionality or features.
3.8 The Platform reserves the right to modify the features and functionality of the Services
during the term of this Agreement. In the event of deprecation of any material
functionality, the Platform will provide the Vendor with thirty (30) working days advance
notice.
3.9 The Platform may provide some or all elements of the Service under this Agreement
through third-party service providers.
3.10 If the Vendor purchases any additional services or packages from the Platform, this
Agreement will apply to all such additional orders and features that the Vendor activates
within its account.
4. ACCEPTABLE USE
4.1 The Vendor shall not use the Platform or Services for any unlawful purpose or for any
purpose prohibited by this Agreement, the Platform’s Terms and Conditions, Privacy
Policy, and all other applicable Company Policies. The Vendor shall not use the Platform
or Services in any way that could damage the Platform’s Services or general business
operations.
4.2 The Vendor may list and sell only those Products explicitly permitted by the Platform’s
Terms and Conditions or Company Policies. The Vendor is prohibited from listing or
selling any products not expressly authorized.
4.3 The Vendor further agrees not to use the Platform or Services to:
a. Engage in any activity that could result in excessive bandwidth usage, degradation of
performance, or disruption of the Platform.
b. Use the Platform or Services for competitive benchmarking or for developing a
competing product.
c. Harass, abuse, threaten, or otherwise violate the legal rights of any person.
d. Violate any intellectual property rights of the Platform or any third party.
e. Upload or disseminate any computer viruses or other software that may damage the
property of another.
f. Perpetrate any fraud.
g. Engage in or create any unlawful gambling, sweepstakes, or pyramid scheme.
h. Publish or distribute any obscene or defamatory material.
i. Publish or distribute any material that incites violence, hate, or discrimination
towards any group.
j. Unlawfully gather information about others.
4.4 The Vendor is prohibited from using the Platform or its content:
a. For any unlawful purpose.
b. To solicit others to perform or participate in any unlawful acts.
c. To infringe any third party's intellectual property or proprietary rights, or rights of
publicity or privacy, whether knowingly or unknowingly.
d. To violate any local, state, central or international law, statute, ordinance, or
regulation.
e. To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or
discriminate based on gender, sexual orientation, religion, ethnicity, race, age,
national origin, or disability.
f. To submit false or misleading information or any content that is defamatory,
libelous, threatening, unlawful, harassing, indecent, abusive, obscene, or lewd and
lascivious or pornographic, or exploits minors in any way or assists in human
trafficking, or content that would violate rights of publicity and/or privacy or that
would violate any law.
g. To upload or transmit viruses or any other type of malicious code that will or may be
used in any way that will affect the functionality or operation of the Platform, other
products, or the Internet.
h. To collect or track the personal information of others.
i. To damage, disable, overburden, or impair the Platform or any other party's use of
the Platform.
j. To spam, phish, pharm, pretext, spider, crawl, or scrape.
k. For any obscene or immoral purpose.
l. To interfere with or circumvent the security features of the Platform, other
products, or the Internet.
m. To personally threaten, or have the effect of personally threatening, other Vendors.
n. The Platform reserves the right to terminate the Vendor’s use of the Platform for
any violation of the prohibited uses outlined in this Agreement, the Platform’s Terms
and Conditions, Privacy Policy, and all other applicable Company Policies.
4.5 The Vendor acknowledges that the Platform is not responsible or liable for, and does not
control, the content of any information that may be posted or stored on the Platform by
the Vendor or other users of the Platform. The Vendor is solely responsible for any
content they upload, post, or transmit. The Vendor agrees not to upload, post, or
transmit any content that the Vendor does not have a legal right to make available, such
as the intellectual property of another party.
4.6 The Vendor shall comply with all applicable laws, statutes, and regulations concerning
the Vendor’s use of the Platform. The Vendor shall not transmit any information, data,
text, files, links, software, chats, communication, or other materials that are abusive,
invasive of another's privacy, harassing, defamatory, vulgar, obscene, unlawful, false,
misleading, harmful, threatening, hateful, or racially or otherwise objectionable,
including without limitation material of any kind or nature that encourages conduct that
could constitute a criminal offense, give rise to civil liability, or otherwise violate any
applicable local, state, provincial, national, or international law or regulation, or
encourage the use of controlled substances.
4.7 The Vendor shall not use the Platform for any illegal or unauthorized purpose, nor, in
the use of the Service, violate any laws in its jurisdiction, including but not limited to
copyright laws.
4.8 The Vendor acknowledges that the Service has not been designed to collect or process
sensitive personal information. Accordingly, the Vendor agrees not to use the Service to
collect, process, or store any sensitive information. The Platform will not have, and
specifically disclaims, any liability that may result from the Vendor’s use of the Service to
collect, process, and store sensitive information.
4.9 The Vendor shall obtain all necessary consents and permissions from individuals whose
personal data is collected or processed through the Platform.
4.10 The Platform reserves the right to monitor the Vendor's use of the Platform to
ensure compliance with this Agreement, the Platform’s Terms and Conditions, Privacy
Policy, all other applicable Company Policies, and all applicable laws.
4.11 In the event of a suspected violation of this Agreement, the Platform’s Terms and
Conditions, Privacy Policy, all other applicable Company Policies, and all applicable laws
and regulations, the Platform may investigate and take appropriate action, including but
not limited to warning the Vendor, suspending, or terminating the Vendor's access to
the Platform, and reporting any illegal activities to the relevant authorities.
5. SELLING
5.1 Role of Silk Sagas: Silk Sagas shall act as the principal seller of record for all Products
offered through the Platform. Silk Sagas shall procure Products from the Vendor for
subsequent sale to end-user customers.
5.2 Commercial Terms: All commercial terms pertaining to the sale of Products to end-user
customers, including but not limited to pricing, payment methods, terms of payment,
and delivery logistics, shall be determined at the sole discretion of Silk Sagas.
5.3 Product Warranty and After-Sales Service: The Vendor shall provide the original
manufacturer's warranty for the Products. Silk Sagas shall be responsible for the
provision of after-sales service to end-user customers in accordance with its prevailing
policies.
5.4 Product Fulfilment: Products shall remain at the Vendor's premises until sold through
the Platform. Upon notification of a sale, Silk Sagas shall coordinate with the Vendor for
the timely fulfilment and dispatch of the Product. The Vendor shall ensure the Product is
packaged and made ready for dispatch in accordance with Silk Sagas' instructions.
5.5 Vendor Representations and Warranties: The Vendor represents and warrants that the
Products provided to Silk Sagas shall conform to the specifications provided, be free
from defects in material and workmanship, and be of merchantable quality. Silk Sagas
makes no representations or warranties regarding the Products towards the end user.
5.6 Errors and Omissions: Silk Sagas shall not be liable for any errors or omissions by the
Vendor in relation to the Products provided or any information related thereto.
5.7 Vendor Obligations: The Vendor represents and warrants that it possesses all necessary
legal authorizations, licenses, and permits required for the sale of the Products to Silk
Sagas. The Vendor shall comply with all applicable laws and regulations in connection
with the sourcing, storage, and provision of Products to Silk Sagas.
6. CONTENT AND DESCRIPTION
6.1 Intellectual Property Compliance: The Vendor shall ensure that all Products provided to
Silk Sagas do not infringe upon any third party's intellectual property rights, including
but not limited to patents, trademarks, copyrights, trade secrets, proprietary rights,
rights of publicity, or rights of privacy. The Vendor shall bear sole responsibility for
ensuring such compliance and shall indemnify and hold harmless Silk Sagas against any
and all claims, losses, damages, liabilities, costs, and expenses (including reasonable
attorneys' fees) arising out of or relating to any breach of this representation and
warranty.
6.2 Product Information: The Vendor shall provide Silk Sagas with accurate and
comprehensive information pertaining to the Products, including but not limited to text
descriptions, graphics, images, and videos, as required by Silk Sagas for listing the
Products on the Platform. The Vendor warrants that all such information shall be
truthful, accurate, and not misleading. The Vendor shall further ensure that the Products
are adequately packaged and labeled in accordance with applicable laws and regulations
and Silk Sagas’ instructions.
6.3 Product Condition: The Vendor represents and warrants that the Products delivered to
Silk Sagas shall conform in all respects to the descriptions and specifications provided. In
the event of any discrepancy between the Product information provided by the Vendor
and the actual condition of the Products, the Vendor shall be liable for any losses or
damages incurred by Silk Sagas as a result thereof.
6.4 Restrictions on Product Listing: The Vendor shall not provide Silk Sagas with any Product
that is listed in multiple quantities across various categories on the Platform. Silk Sagas
reserves the right to refuse to procure or to remove from the Platform any Products that
violate this provision and may further restrict the procurement of Products originating
from certain countries or regions, at its sole discretion.
6.5 Data Aggregation: Where the same or similar Products are provided by multiple vendors,
Silk Sagas reserves the right to aggregate and present Product data in a manner deemed
appropriate to optimize the customer experience on the Platform.
7. PRICE AND INVENTORY
7.1 Pricing Authority and Responsibility:
7.1.1 The Vendor acknowledges, agrees, and covenants that, notwithstanding the
listing of Products on the Platform, Silk Sagas shall have the sole and exclusive
right, authority, and discretion to determine the final price of the Products
offered for sale on the Platform to end-user customers.
7.1.2 Silk Sagas shall be responsible for ensuring that all pricing information displayed
on the Platform is accurate, current, and compliant with applicable laws and
regulations, including the inclusion of all applicable taxes, duties, levies, charges,
and fees.
7.1.3 Silk Sagas shall be responsible for the timely updating of Product pricing on the
Platform. The Vendor shall promptly notify Silk Sagas of any changes in its costs
that may potentially necessitate a pricing adjustment; however, the final
determination regarding any price adjustment shall remain at the sole and
absolute discretion of Silk Sagas.
7.1.4 The Vendor shall not engage in any activity that interferes, or attempts to
interfere, with Silk Sagas' pricing decisions, including but not limited to, directly
or indirectly suggesting, imposing, or attempting to impose minimum resale
prices, or engaging in any practices that could be construed as price
manipulation, price fixing, or collusion.
7.2 Inventory Management and Responsibilities:
7.2.1 The Vendor shall at all times maintain a sufficient quantity of Products at its
designated facility to ensure the prompt and timely fulfillment of customer
orders generated through the Platform.
7.2.2 Silk Sagas’ personnel shall manage the inventory information displayed on the
Platform. This includes, but is not limited to, Product listing creation, photo
uploads, description updates, and reflecting current stock levels. The Vendor
shall provide Silk Sagas with accurate, current, and timely information regarding
Product availability and stock levels as required by Silk Sagas.
7.2.3 The Vendor shall be solely responsible for the accuracy of the physical inventory
count at its facility. Any discrepancies between the physical inventory and the
inventory information displayed on the Platform that are attributable to errors,
omissions, or negligence on the part of the Vendor shall be the sole
responsibility and liability of the Vendor.
7.2.4 In the event that Products become unavailable or out of stock at the Vendor’s
facility, the Vendor shall immediately notify Silk Sagas of such unavailability. Silk
Sagas shall, upon receipt of such notification, take commercially reasonable
steps to update the Product listing on the Platform to accurately reflect such
unavailability.
7.2.5 Any failure by the Vendor to maintain adequate physical stock, or any failure by
either Party to accurately manage inventory information on the Platform, which
results in order cancellations, delays in fulfilment, or customer disputes, may, at
Silk Sagas' sole discretion, lead to the imposition of penalties, withholding of
payments due to the Vendor, or suspension or termination of this Agreement,
the Platform’s Terms and Conditions, Privacy Policy, and all other applicable
Company Policies.
7.2.6 Silk Sagas shall not be liable for any losses incurred by the Vendor due to
inaccuracies in inventory information on the Platform, except to the extent that
such inaccuracies are directly attributable to Silk Sagas' gross negligence or
wilful misconduct.
8. SHIPPING AND RETURNS
8.1 Shipping Responsibilities:
8.1.1 The Vendor shall ensure that all Products are securely packaged, labelled, and
prepared for shipment in accordance with Silk Sagas' specified packaging
guidelines and any applicable laws and regulations. The Vendor shall make the
packaged Products available for collection by Silk Sagas’ designated shipping
carrier at the time and location specified by Silk Sagas.
8.1.2 Silk Sagas shall arrange for the shipment of Products to customers through its
designated shipping carrier, which may include any other reputable courier or
logistics service provider as Silk Sagas deems appropriate in its sole discretion.
8.1.3 Silk Sagas shall be responsible for communicating relevant shipping information
and tracking details to customers.
8.1.4 The Vendor shall comply with all of Silk Sagas' instructions regarding order
fulfilment, including but not limited to providing accurate product information,
packaging specifications, and documentation, and shall provide all necessary
cooperation to facilitate the timely and efficient delivery of Products to
customers.
8.1.5 The Vendor shall bear all risk of loss or damage to Products occurring prior to
the handover of the Products to Silk Sagas’ designated shipping carrier. Upon
handover, the risk of loss or damage shall pass to Silk Sagas' designated shipping
carrier, subject to the terms and conditions of the shipping carrier.
8.1.6 Except to the extent that such delays or failures are directly attributable to Silk
Sagas' gross negligence or wilful misconduct, Silk Sagas shall not be liable for any
shipping delays, failures, or non-delivery of Products. Silk Sagas shall not be
liable for delays or failures caused by the shipping carrier, provided that Silk
Sagas has exercised reasonable care in the selection of the shipping carrier.
8.1.7 Failure by the Vendor to ensure Products are packaged, labeled, and ready for
shipment in accordance with Silk Sagas’ instructions and within the timeframes
communicated by Silk Sagas may result in the imposition of penalties, negative
reviews on the Platform, or other remedies as outlined in Clause 7.2.5, at Silk
Sagas’ sole discretion.
8.2 Returns Process:
8.2.1 Silk Sagas shall manage the processing of Product returns and exchanges in
accordance with the Platform's prevailing return policy.
8.2.2 The Vendor shall fully cooperate with Silk Sagas in the returns process, including
but not limited to, accepting returned Products, promptly and accurately
verifying the condition of returned Products, and providing any necessary
information, documentation, or assistance as required by Silk Sagas.
8.2.3 Returned Products shall be accepted by the Vendor if they are returned in
substantially the same condition as they were delivered, subject to the specific
terms, conditions, and exceptions of the Platform’s return policy.
8.2.4 The allocation of costs associated with Product returns, including but not limited
to, return shipping fees, restocking fees, and any other related expenses, shall
be determined in accordance with the Platform’s return policy and as mutually
agreed upon in writing between Silk Sagas and the Vendor. In the absence of a
written agreement, Silk Sagas shall have the right, at its sole discretion, to
determine the allocation of such costs, taking into account the reasons for the
return and the specific circumstances of the case.
8.2.5 Silk Sagas shall process refunds to customers in accordance with the Platform's
return policy.
8.2.6 Silk Sagas shall not be liable for any fraudulent return claims or any losses
demonstrably incurred due to customer abuse or exploitation of the return
policy, provided that Silk Sagas has implemented and maintained reasonable
and industry-standard measures designed to prevent such occurrences.
9. CUSTOMER REVIEWS AND RATINGS
9.1Publication of Reviews and Ratings:
9.1.1 The Vendor acknowledges that customers purchasing Products through the
Platform may be invited by Silk Sagas to provide reviews, ratings, feedback, and
commentary regarding their purchase experience and the Products.
9.1.2 The Vendor agrees and acknowledges that such reviews and ratings, which may
include but are not limited to comments, feedback, and scores, may be made
publicly available on the Platform and may be accessible to all users of the
Platform. The Vendor hereby consents to the publication of such reviews and
ratings.
9.2 Integrity of Review System:
9.2.1 The Vendor acknowledges, agrees, and covenants that it shall not, under any
circumstances, directly or indirectly interfere with, manipulate, or attempt to
influence, remove, alter, or suppress any customer reviews or ratings.
9.2.2 Any attempt by the Vendor to manipulate the review or rating system, including
but not limited to, submitting or causing the submission of false or misleading
reviews, incentivizing the submission of positive reviews, or attempting to
suppress or remove negative reviews, shall be deemed a material breach of this
Agreement and shall, at Silk Sagas’ sole discretion, result in the immediate
termination of this Agreement, the Platform’s Terms and Conditions, Privacy
Policy, and all other applicable Company Policies, without prejudice to any other
rights or remedies available to Silk Sagas under this Agreement or applicable
law.
9.3 Prohibition of Self-Reviews:
9.3.1 The Vendor is strictly prohibited from reviewing its own Products or the
Products of its competitors, whether directly or indirectly.
9.3.2 Silk Sagas reserves the right to monitor review activity on the Platform using any
means it deems appropriate and shall have the right, at its sole discretion, to
suspend or terminate the Vendor's account upon detection of any fraudulent,
deceptive, or manipulative review practices.
9.4 Impact of Negative Feedback:
9.4.1 The Vendor acknowledges that repeated instances of low ratings or negative
reviews may negatively impact the Vendor's visibility, search ranking, and overall
performance on the Platform and may, at Silk Sagas' discretion, lead to account
suspension or termination.
9.4.2 Silk Sagas shall have the right to take any appropriate action it deems necessary
in response to consistently negative feedback, including but not limited to,
requiring the Vendor to implement corrective measures to address the
underlying issues, providing warnings, or, as a last resort, suspending or
terminating the Vendor’s account.
10. VENDOR OBLIGATIONS
10.1 Account Credentials:
10.1.1 The Vendor shall maintain the strict confidentiality of all account credentials,
including usernames, passwords, and any other access codes, and shall be solely
and fully responsible for all activities that occur under its account.
10.1.2 The Vendor shall not disclose, share, or permit access to its account credentials
by any unauthorized individuals, entities, or third parties.
10.2 Accuracy of Information:
10.2.1 The Vendor shall be responsible for providing, maintaining, and promptly
updating accurate, current, and complete information, including but not limited
to, its legal name, registered business name, address, contact details, GSTIN,
PAN, business registration details, product information, and billing information.
10.2.2 The Vendor shall promptly notify Silk Sagas in writing of any changes to its
identifying information or any other information provided to Silk Sagas.
10.2.3 The Vendor represents, warrants, and covenants that all information provided
to Silk Sagas, whether during the registration process or at any time thereafter,
is and shall remain true, accurate, current, and complete in all respects. The
provision of false, inaccurate, incomplete, or misleading information by the
Vendor shall constitute a material breach of this Agreement and shall be
grounds for immediate suspension or termination of the Vendor's account and
this Agreement, without prior notice and without prejudice to any other rights
or remedies available to Silk Sagas under this Agreement or applicable law.
10.3 Account Security:
10.3.1 The Vendor shall be solely responsible for maintaining the security of its account
and all related systems and shall promptly notify Silk Sagas in writing if it knows
or has reason to believe that its account credentials have been lost, stolen, or
otherwise compromised, or if there has been any unauthorized access to or use
of its account.
10.3.2 The Vendor shall be strictly liable for any and all unauthorized access to or use of
its account, and Silk Sagas shall not be responsible for any losses, damages,
costs, or expenses incurred by Silk Sagas or any third party arising from such
unauthorized access or use.
10.4 Billing Information:
10.4.1 The Vendor shall provide accurate, current, and up-to-date billing information,
including but not limited to, valid credit card details, accurate billing address,
and other payment information as required by Silk Sagas.
10.4.2 The Vendor shall maintain the confidentiality, security, and accuracy of its billing
information and shall promptly update such information in the event of any
changes.
10.4.3 Providing false, inaccurate, or outdated billing information, or using the Platform
or Services to further any fraudulent, unlawful, or prohibited activity, shall
constitute a material breach of this Agreement and shall be grounds for
immediate termination of this Agreement and the Vendor's account, without
prejudice to any other rights or remedies available to Silk Sagas under this
Agreement or applicable law.
10.5 Compliance with Agreement and Laws:
10.5.1 The Vendor shall be responsible for ensuring full and ongoing compliance with
all provisions of this Agreement, the Platform’s Terms and Conditions, Privacy
Policy, all other applicable Silk Sagas policies and procedures, and all applicable
laws, rules, regulations, privacy notices, and agreements, as they may be
amended from time to time.
10.5.2 The Vendor shall ensure that its access to and use of the Platform and Services,
and all activities conducted under its account, are at all times in full compliance
with all applicable laws, rules, regulations, privacy notices, agreements, and
other obligations.
10.6 Data Protection and Privacy:
10.6.1 The Vendor shall comply with all applicable data protection and privacy laws,
rules, and regulations, including but not limited to those relating to the
collection, processing, handling, storage, and transfer of any personal data
collected or processed through or in connection with the Platform.
10.6.2 The Vendor shall implement and maintain, at its own expense, appropriate and
industry-standard technical and organizational measures to protect personal
data against unauthorized access, use, processing, disclosure, alteration,
destruction, or loss.
10.7 Cooperation with Silk Sagas: The Vendor shall cooperate fully, promptly, and in good
faith with Silk Sagas in resolving any technical issues, addressing support requests,
investigating any complaints, disputes, or claims, or complying with any requests or
instructions from Silk Sagas relating to the Platform or the Vendor’s activities.
10.8 Tax Compliance: The Vendor shall be solely responsible for ensuring full and timely
compliance with all applicable tax laws, rules, and regulations, including but not limited
to, those relating to IGST, CGST, UTGST, and/or SGST, concerning the Products provided
through the Platform.
10.9 Product Information:
10.9.1 The Vendor shall provide the correct and accurate Harmonized System
Nomenclature (HSN) code for each Product provided to Silk Sagas.
10.9.2 Failure to provide the correct HSN code as required by Silk Sagas may result in
Product delisting, suspension of sales, or other actions as deemed appropriate
by Silk Sagas.
10.10 Adherence to Platform Policies:
10.10.1 The Vendor shall comply with all additional policies, procedures, guidelines, and
instructions established and communicated by Silk Sagas, whether in writing,
electronically, or otherwise, in relation to sales, deliveries, returns, customer
service, and any other aspect of the Vendor's activities on the Platform.
11. PAYMENT TERMS
11.1 Transactions and Payment Processing:
11.1.1 All transactions, including but not limited to transaction prices, and associated
commercial terms such as delivery, dispatch, and acceptance of Products, are
agreed upon by means of a principal-to-principal bipartite contractual
arrangement directly between the Vendor and the Customer, Silk Sagas is not a
party to such agreement.
11.1.2 To facilitate these transactions, Customer payments will be processed through a
third-party payment gateway, which may include any such provider as
determined by Silk Sagas.
11.1.3 Silk Sagas' payment facility, including the use of any third-party payment
gateway, is provided solely as a mechanism to facilitate payments between
Vendors and Customers for transactions conducted on the Platform. Silk Sagas'
payment facility shall not be construed as a banking, financial, or payment
processing service. It is an automated, electronic online payment mechanism
designed for receiving payments, facilitating cash on delivery (COD) payments (if
offered), collection, and remittance for transactions carried out on the Platform.
11.2 Silk Sagas' Role and Liability:
11.2.1 Silk Sagas shall not be held liable or accountable for:
a. Non-delivery, non-receipt, or non-payment of Products.
b. Damage to Products.
c. Breach of representations and warranties related to Products.
d. Non-provision of after-sales or warranty services related to Products.
e. Fraudulent activities related to Products.
11.2.2 Silk Sagas' provision of the payment facility, including the use of any third-party
payment gateway, does not provide a basis for any such liability.
11.2.3 Silk Sagas does not provide any assurance, guarantee, or warranty regarding the
identity of any user, nor does it guarantee that any Customer or Vendor will
successfully complete a transaction.
11.3 Cash on Delivery:
11.3.1 The Cash on Delivery (COD) payment option may be offered for certain Products
or categories, at the sole discretion of Silk Sagas.
11.4 Invoicing:
11.4.1 The Vendor shall bear the sole and exclusive responsibility for issuing accurate,
complete, and legally compliant invoices to Customers.
11.4.2 Silk Sagas may, at its discretion, offer assistance or tools to Vendors in invoice
generation, but the ultimate responsibility and liability for invoice accuracy and
completeness shall at all times remain with the Vendor.
11.5 Chargebacks:
11.5.1 In the event that any chargebacks are initiated by a bank, payment processor, or
other financial institution, Silk Sagas reserves the right to take action in
accordance with its policies and procedures, including but not limited to debiting
the Vendor’s account, and the Vendor agrees to fully cooperate with Silk Sagas
in investigating and resolving such chargebacks.
11.6 Payment Processing, Holding, and Remittance:
11.6.1 Customer payments will be received through the designated third-party
payment gateway and may be held in Silk Sagas' account for a reasonable period
of time.
11.6.2 Silk Sagas shall deduct its commission or service fees, as agreed upon in this
Agreement or separately, along with any applicable taxes, from the payments
received.
11.6.3 The balance amount, after such deductions, shall be remitted to the Vendor.
11.6.4 Silk Sagas shall remit the due payment to the Vendor on a pre-agreed frequency
(weekly/bi-weekly/monthly) or as otherwise determined by Silk Sagas. The
specific details of the remittance schedule shall be communicated to the Vendor
or otherwise made available on the Platform.
11.7 Adjustments for Returns, Refunds, and Cancellations:
11.7.1 In the event of any return, refund, or cancellation of orders by Customers, in
accordance with Silk Sagas' return and cancellation policy, the amount
pertaining to such orders shall be adjusted from the payments due or to become
due to the Vendor. The Vendor shall be responsible for any refunds owed to
Customers.
11.8 Statement of Account:
11.8.1 Silk Sagas shall provide a detailed statement of account to the Vendor,
reflecting sales, returns, Silk Sagas' fees, and the net amount payable to the
Vendor for each remittance cycle.
11.9 Withholding or Deduction of Payments:
11.9.1 Silk Sagas reserves the right to withhold payment, or deduct or adjust amounts
from future payments, in the event of:
a. Any violation of this Agreement, the Platform’s Terms and Conditions,
Privacy Policy, or any other applicable Silk Sagas policies.
b. Any policy violations.
c. Any fraudulent activities conducted by the Vendor.
11.10 Payment Discrepancies and Disputes:
11.10.1 The Vendor shall notify Silk Sagas in writing of any discrepancies or disputes
regarding payments with Silk Sagas or Customers within a reasonable
timeframe, not exceeding thirty (30) calendar days from the date of the
statement of account. Failure to notify Silk Sagas in writing within this timeframe
shall constitute the Vendor’s acceptance of the statement of account and a
waiver of any right to dispute its contents.
11.11 Payment Settlement:
11.11.1 Payment to the Vendor shall be settled in the manner communicated in advance
by Silk Sagas.
11.12 Service Fees and Charges: The Vendor agrees to pay all applicable service fees,
charges, and other amounts associated with this Agreement, as outlined in any service
order, statement of work, supplemental terms, or other agreement between the parties.
11.13 Payment Information: The Vendor shall provide valid and up-to-date payment
information, such as debit card, credit card, or other approved payment methods, to Silk
Sagas.
11.14 Payment Authorization:
11.14.1 If applicable, the Vendor authorizes Silk Sagas to charge the designated payment
method for all applicable service fees, charges, and other amounts payable
under this Agreement.
11.14.2 The Vendor further authorizes any third-party payment processors engaged by
Silk Sagas to process payments and consents to the disclosure of the Vendor's
payment information to such third parties as necessary to facilitate payment
processing.
11.15 Taxes:
11.15.1 All service fees, charges, and other amounts payable by the Vendor are exclusive
of any applicable taxes, including Goods and Services Tax (GST) or other similar
taxes, imposed by any government or taxing authority.
11.15.2 The Vendor shall be responsible for paying any such taxes as required by
applicable laws.
11.16 Additional Fees:
11.16.1 In addition to the service fees, Silk Sagas may charge one-time setup fees,
onboarding fees, or fees for customization, integrations, or other services
requested by the Vendor.
11.16.2 Details of any such additional service fees shall be provided in writing by Silk
Sagas and agreed upon by both Parties prior to the provision of the applicable
services.
11.17 Invoices and Payment Receipts:
11.17.1 Silk Sagas shall issue invoices or payment receipts to the Vendor for all
applicable service fees, charges, and other amounts payable under this
Agreement, either electronically or through other agreed-upon means.
11.18 Invoice Review:
11.18.1 The Vendor shall review invoices promptly upon receipt and notify Silk Sagas in
writing of any discrepancies or concerns within a reasonable timeframe.
11.19 Payment Due Date:
11.19.1 Unless otherwise stated in any applicable pricing schedule or as otherwise
agreed upon by both Parties in writing, all service fees, charges, and other
amounts shall be payable in advance on a recurring basis.
11.19.2 Payment is due within the timeframe specified in the invoice or as stated in any
applicable purchase order or agreement. Failure to make timely payment may
result in suspension or termination of the Vendor's access to the Platform, at
Silk Sagas’ discretion.
11.20 Non-Refundability:
11.20.1 All service fees, charges, and other amounts payable under this Agreement are
non-refundable, except as expressly provided in this Agreement or as required
by applicable law.
11.21 Modification of Service Fees and Charges:
11.21.1 Silk Sagas reserves the right to modify the service fees, charges, and other
amounts payable under this Agreement upon providing the Vendor with prior
written notice, which may be in the form of an updated pricing schedule,
website posting, or other written communication.
11.21.2 Service fee adjustments shall become effective upon the start of the next billing
cycle or as otherwise specified in the notice.
11.21.3 In the event of a service fee increase, the Vendor may have the option to
terminate this Agreement upon written notice to Silk Sagas, provided such
notice is given before the effective date of the service fee increase.
11.22 Tax Deductions:
11.22.1 Silk Sagas reserves the right to deduct Tax Deducted at Source (TDS), Tax
Collected at Source (TCS), or any other taxes as per the applicable laws.
12. PLATFORM OBLIGATIONS
12.1 Security Measures:
12.1.1 The Platform shall implement and maintain commercially reasonable security
measures, consistent with prevailing industry standards, designed to protect the
Platform and Vendor Data against unauthorized access, use, disclosure,
alteration, or destruction.
12.1.2 By way of illustration and not limitation, such measures may incorporate the
deployment and maintenance of firewalls, intrusion detection and prevention
systems, data encryption protocols (both in transit and at rest, where
commercially reasonable), and the conduct of periodic security assessments and
vulnerability testing.
12.1.3 While the Platform shall exercise commercially reasonable efforts to ensure the
security and integrity of its systems, Silk Sagas acknowledges and agrees that no
system is entirely impervious to security breaches, and the Platform provides no
guarantee of absolute security against all potential threats, including but not
limited to sophisticated cyberattacks or unauthorized intrusions that are not
reasonably preventable through adherence to industry best practices.
12.2 Technical Support:
12.2.1 The Platform shall furnish Silk Sagas with commercially reasonable technical
support to facilitate Silk Sagas’ utilization of the Platform’s core functionalities
directly related to the offering and sale of its goods and/or services.
12.2.2 Such technical support shall be rendered during the Platform’s designated
support hours and through the communication modalities officially specified by
the Platform, subject to the Platform’s then-current support policies.
12.2.3 The Platform’s obligations with respect to technical support are strictly
circumscribed to issues demonstrably arising from the inherent functionality of
the Platform itself and shall not extend to the diagnosis or remediation of issues
attributable to Silk Sagas’ proprietary systems, network infrastructure, third-
party software applications, or any other elements outside the direct control of
the Platform.
12.3 Sales Reports:
12.3.1 The Platform shall furnish Silk Sagas with periodic sales reports detailing the
transactional activity related to Silk Sagas’ Products.
12.3.2 These reports shall, at a minimum, include information pertaining to the
quantum of each Product sold, the aggregate gross sales revenue generated,
and the particulars of any returns or refunds processed during the relevant
reporting period.
12.3.3 The specific format, frequency of dissemination, and granular content of the
aforementioned sales reports shall be determined by the Platform in its sole and
absolute discretion and may be subject to modification upon reasonable notice
to Silk Sagas.
12.4 Customer Support:
12.4.1 The Platform shall provide basic tier customer service to Customers interacting
with the Platform.
12.4.2 This support may encompass assistance with platform navigation, facilitation of
purchase transactions, and the resolution of general inquiries and issues not
directly attributable to the specific attributes, quality, or fulfillment of Silk Sagas’
Products.
12.4.3 For the avoidance of doubt, the Platform shall bear no responsibility or liability
for the resolution of customer service matters directly and unequivocally related
to the inherent characteristics, quality, warranty, proper fulfillment (including
shipping and delivery), or post-sale obligations pertaining to Silk Sagas’ Products,
which shall remain the sole responsibility of Silk Sagas.
12.5 Platform Availability:
12.5.1 The Platform shall exert commercially reasonable efforts to maintain the
availability of the Platform for access and use by both Vendors, including Silk
Sagas, and Customers.
12.5.2 Notwithstanding the foregoing, Silk Sagas acknowledges and agrees that the
Platform does not warrant or guarantee uninterrupted or error-free access and
may experience periods of unavailability due to scheduled maintenance, system
upgrades, unforeseen technical exigencies, or events beyond the Platform’s
reasonable control (force majeure events).
12.5.3 Where reasonably practicable, the Platform shall provide Silk Sagas with
advance notification of any planned downtime that is expected to materially
impact access to the Platform.
12.6 Legal Compliance:
12.6.1 The Platform warrants and represents that it shall operate the e-commerce
Platform in compliance with all applicable laws, statutes, ordinances, rules,
regulations, and standards having the force of law in the relevant jurisdictions.
12.6.2 Without limiting the generality of the foregoing, this obligation includes, but is
not limited to, adherence to all applicable legal frameworks governing data
protection, user privacy, and consumer protection relevant to the provision of
the Platform’s services.
13. LEGAL COMPLIANCES
13.1 General Compliance:
13.1.1 Silk Sagas hereby acknowledges, covenants, and warrants that it shall, at all
times during the subsistence of this Agreement, strictly comply with all
applicable laws, statutes, ordinances, rules, regulations, and mandatory industry
standards, whether local, national, supranational, or international, governing its
operations and activities contemplated under this Agreement.
13.1.2 Silk Sagas shall duly execute and deliver to Kamgrove any and all declarations,
certifications, or other instruments as may be reasonably required by Kamgrove
to evidence Silk Sagas’ continuous and unqualified compliance with the
aforementioned legal and regulatory obligations.
13.2 Specific Compliance Obligations:
13.2.1 Silk Sagas shall furnish to Kamgrove, forthwith upon request or as mandated by
applicable law, any and all hallmark certificates, Customer Know Your Customer
(KYC) documentation, or other legally required documentation, including but not
limited to those mandated by extant anti-money laundering statutes and
regulations in relevant jurisdictions.
13.2.2 It is unequivocally stipulated and agreed that Kamgrove explicitly disclaims any
responsibility or liability for the conduct of Customer KYC due diligence, which
shall remain the sole and unencumbered responsibility of Silk Sagas to the
extent such obligations are imposed by applicable law.
13.3 Sanctions Compliance:
13.3.1 Silk Sagas hereby represents, warrants, and covenants that none of the Products
supplied hereunder, nor any materials or components utilized in their
manufacture, shall originate, either wholly or partially, from any country, entity,
or individual subject to any national or international sanctions, embargoes,
restrictive measures, or designated persons lists promulgated by any relevant
governmental or regulatory authority.
13.4 Data Protection:
13.4.1 Silk Sagas shall, at all times, adhere to and comply with all applicable data
protection and privacy laws and regulations, including, without limitation, those
governing the collection, use, storage, processing, transfer, and cross-border
transmission of personal data, ensuring the implementation of appropriate
technical and organizational measures to safeguard such data in accordance
with legal requirements.
13.5 E-Commerce and Consumer Protection:
13.5.1 Silk Sagas shall scrupulously comply with all provisions and stipulations set forth
in the Consumer Protection (E-Commerce) Rules, 2020, as may be amended,
supplemented, or superseded from time to time, and any other analogous or
superseding legislation in applicable jurisdictions.
13.5.2 All Products listed for sale by Silk Sagas on the Platform shall conform in all
respects to the requirements of the Legal Metrology (Packaged Commodities)
Rules, 2011, as may be amended, supplemented, or superseded from time to
time, and any other analogous or superseding legislation in applicable
jurisdictions.
13.5.3 Silk Sagas shall bear sole and exclusive responsibility for the conspicuous display
of all legally mandated product label declarations and for ensuring the provision
of accurate, comprehensive, and non-misleading product information in strict
accordance with all applicable legal and regulatory mandates.
13.6 Anti-Bribery and Anti-Corruption:
13.6.1 Silk Sagas hereby represents, warrants, and covenants that it has not, and shall
not, directly or indirectly, engage in any form of bribery, corruption, extortion,
kickbacks, or other unethical or illegal conduct in connection with its
performance of its obligations or exercise of its rights under this Agreement, nor
shall it offer, promise, give, authorize, solicit, or accept any undue pecuniary or
other advantage of any kind, to or from any person, whether public or private,
with the intention of influencing any act or decision.
14. TERM, TERMINATION, AND SUSPENSION
14.1 Term of Agreement:
14.1.1 This Agreement shall commence on the Effective Date and shall continue in full
force and effect for as long as the Vendor utilizes the Platform, or until the
expiration of any applicable subscription term or statement of work, or until this
Agreement is earlier terminated in accordance with its terms, whichever occurs
first.
14.2 Subscription Renewal and Termination:
14.2.1 In the event the Vendor has elected a recurring subscription plan, upon the
expiration of the then-current subscription term, an amount equivalent to the
then-current Subscription Service Fee shall be automatically deducted from the
Vendor's designated payment method.
14.2.2 If the automatic deduction as described in Clause 14.2.1 fails for any reason, the
Vendor shall remit the outstanding payment within [Number] calendar days
from the original due date. Failure to affect such payment within the specified
timeframe may, at Silk Sagas’ sole and absolute discretion, result in the
immediate suspension or termination of this Agreement and the Vendor's
account, without prejudice to any other rights or remedies available to Silk
Sagas.
14.3 Termination by Silk Sagas:
14.3.1 Silk Sagas may terminate this Agreement and the Vendor's account at any time
by providing [Number] calendar days' prior written notice to the Vendor.
14.4 Account Closure by Vendor:
14.4.1 To terminate this Agreement, the Vendor shall submit a written account closure
request to Silk Sagas, in the form and manner prescribed by Silk Sagas.
14.5 Account Hold Period:
14.5.1 Upon receipt of a valid account closure request from the Vendor, the Vendor's
account shall be placed on hold for a period of [Number] calendar days.
14.5.2 This hold period is instituted to facilitate the orderly completion of all
transactions initiated prior to the submission of the closure request and to allow
for the resolution of any outstanding matters.
14.6 Vendor Access During Hold Period:
14.6.1 During the [Number]-calendar-day hold period, the Vendor shall retain limited
access to their account solely for the purpose of downloading any necessary
payment and taxation reports. No other activity shall be permitted.
14.7 Account Deactivation:
14.7.1 Upon the expiration of the hold period, the Vendor shall contact Silk Sagas to
confirm that they have downloaded all necessary reports and to formally
request the deactivation of their account.
14.7.2 Upon receipt of the Vendor's confirmation, and provided that there are no
outstanding payments or other obligations due from the Vendor to Silk Sagas,
the Vendor's account shall be deactivated.
14.8 Data Retention Post-Deactivation:
14.8.1 Following deactivation, certain information pertaining to the Vendor, including
but not limited to registered mobile number, GSTIN, email ID, and other
transaction-related information, shall be retained by Silk Sagas for audit
purposes, compliance with applicable laws and regulations, and for other
legitimate business purposes.
14.9 Termination for Cause by Silk Sagas:
14.9.1 Silk Sagas expressly reserves the right to terminate this Agreement and the
Vendor’s account immediately upon the occurrence of any of the following
events:
a. The Vendor violates or infringes upon the intellectual property rights of Silk
Sagas or any third party.
b. The Vendor fails to comply with any applicable laws, rules, regulations, or
other legal obligations.
c. The Vendor publishes, distributes, or transmits any illegal, harmful,
offensive, or inappropriate material through the Platform.
14.10 Termination for Material Breach or Insolvency:
14.10.1 Either Party may terminate this Agreement upon the occurrence of any of the
following events:
a. The other Party commits a material breach of this Agreement, the Platform’s
Terms and Conditions, Privacy Policy, or any other applicable Silk Sagas
policies, or applicable laws, and fails to cure such breach within fifteen (15)
calendar days after receiving written notice of such breach.
b. The other Party becomes subject to a petition in bankruptcy, or any other
proceedings relating to insolvency, liquidation, or assignment for the benefit
of creditors.
14.10.2 In the event the Vendor validly terminates this Agreement in accordance with
Clause 14.10.1, the Vendor shall be entitled to a pro-rata refund of any prepaid
Service Fees covering the unexpired portion of the then-current Agreement
term.
14.10.3 In the event this Agreement is validly terminated by Silk Sagas in accordance
with Clause 14.10.1, the Vendor shall remain liable for and shall promptly pay
any unpaid Service Fees covering the remainder of the then-current Agreement
Term.
14.11 Survival of Provisions:
14.11.1 Upon any termination or expiration of this Agreement, all provisions of this
Agreement that, by their nature, should reasonably be expected to survive such
termination or expiration, including but not limited to, provisions relating to
indemnification, confidentiality, limitations of liability, governing law, dispute
resolution, and payment obligations, shall survive in full force and effect.
14.11.2 The Vendor shall remain subject to the provisions of this Agreement for as long
as they retain any access to the Platform or any data derived therefrom.
14.12 Data Export and Deletion:
14.12.1 In the case of a Vendor who has paid for services, upon the Vendor's written
request, Silk Sagas will make Service Data available to the Vendor for export or
download for a period of [Number] calendar days following the effective date of
termination, expiration, or migration of the account.
14.12.2 The provisions of Clause 14.12.1 shall not apply to any Service Data that has
been previously deleted in accordance with the terms of this Agreement, upon
violation of applicable laws, or if retention of such Service Data is contrary to law
or legal order.
14.12.3 Following the expiration of the data export period, Silk Sagas shall have no
further obligation to retain the Service Data, unless otherwise required under
applicable laws or regulations.
15. COMMUNICATION
15.1 To facilitate effective communication regarding Service updates, security protocols,
and other relevant matters, the Vendor consents to receive communications from Silk
Sagas, which may be delivered via phone, electronic records, including email messages,
or by posting notices on the Platform. Such communications may pertain to products
and services offered by Silk Sagas, its affiliates, or partners, and to understanding the
Vendor's requirements.
15.2 The Vendor acknowledges and agrees that any communications transmitted by Silk
Sagas shall not be construed as "spam" or unsolicited bulk electronic communication
under any applicable law or regulation in any jurisdiction where such communication is
received.
15.3 Each Party shall provide prompt written notification to the other Party of any
changes to its respective contact information to ensure effective communication under
this Agreement.
16. PRIVACY INFORMATION
16.1 Silk Sagas may collect, process, and use personal information and other data from
the Vendor, its agents, and Customers as necessary for the provision of the Services. The
collection, processing, and use of such data shall be governed by Silk Sagas' privacy
policy, which the Vendor acknowledges it has read, understood, and agreed to. The
Vendor is responsible for periodically reviewing Silk Sagas' privacy policy to remain
informed of any updates or changes. The privacy policy is accessible on our website.
17. ASSUMPTION OF RISK
17.1 The Vendor acknowledges and agrees that the use of the Platform and related
services carries certain inherent risks and uncertainties, including but not limited to:
17.1.1 Technical risks, such as interruptions, delays, or unavailability of the Platform or
services due to hardware, software, or network failures.
17.1.2 Compatibility risks, such as incompatibility between the Platform, services, or
Silk Sagas' systems and the Vendor's hardware, software, or network
environment.
17.1.3 Security risks, such as unauthorized access, data breaches, or loss of data.
17.2 By utilizing the Platform and related services, the Vendor voluntarily accepts and
assumes all such risks associated with its use. The Vendor acknowledges and agrees that
Silk Sagas shall not be held liable for any damages, losses, or harm arising from or
related to the inherent risks of using the Platform and related services.
17.3 The Platform and services are provided for informational and transactional purposes
only. The Vendor acknowledges and agrees that any information posted on the Platform
is not intended to constitute legal advice, medical advice, or financial advice, and no
fiduciary relationship is created between the Vendor and Silk Sagas.
17.4 The Vendor further acknowledges and agrees that the purchase of any products or
services through the Platform is undertaken at the Vendor's sole risk. Silk Sagas does not
assume any responsibility or liability for any advice, information, or other content
provided on the Platform.
18. INTELLECTUAL PROPERTY
18.1 The Vendor acknowledges and agrees that the Platform and all services provided by
Silk Sagas are the exclusive property of Silk Sagas, including all copyrights, trademarks,
trade secrets, patents, and other intellectual property ("Silk Sagas IP"). The Vendor
agrees that Silk Sagas owns all rights, title, and interest in and to the Silk Sagas IP and
that the Vendor shall not use the Silk Sagas IP for any unlawful or infringing purpose. The
Vendor shall not reproduce, distribute, or create derivative works of the Silk Sagas IP in
any manner, including electronically or via registration of any new trademarks, trade
names, service marks, or Uniform Resource Locators (URLs), without the express prior
written consent of Silk Sagas.
18.2 The Vendor shall not, directly or indirectly, modify, copy, reproduce, distribute,
display, perform, or create derivative works based on the Silk Sagas IP.
18.3 The Vendor acknowledges and agrees that this Agreement does not grant the
Vendor any right to implement, use, or exploit any patents owned or controlled by Silk
Sagas.
18.4 Each Party shall retain all rights, title, and interests in and to its respective
intellectual property rights. The rights granted to the Vendor, its agents, and Customers
to use the services under this Agreement do not extend to any additional rights or
intellectual property rights of Silk Sagas.
18.5 To enable Silk Sagas to provide the Platform and Services to the Vendor, the Vendor
hereby grants to Silk Sagas a royalty-free, non-exclusive, worldwide license to copy,
display, use, broadcast, transmit, and create derivative works of any content the Vendor
publishes, uploads, or otherwise makes available on the Platform ("Vendor Content").
Silk Sagas claims no proprietary rights in the Vendor Content beyond the license granted
herein.
18.6 If the Vendor becomes aware of any infringement or violation of its intellectual
property rights by another vendor on the Platform, the Vendor shall promptly notify Silk
Sagas in writing.
18.7 In the event that the Vendor becomes aware of any infringement or unauthorized
use of the Silk Sagas IP, the Vendor shall immediately notify Silk Sagas and provide all
necessary assistance to protect Silk Sagas' rights in the Silk Sagas IP.
19. INDEMNIFICATION
19.1 Silk Sagas shall indemnify, defend, and hold harmless the Vendor from and against
any and all claims, demands, actions, or proceedings brought by a third party against the
Vendor alleging that the Vendor's use of the Services in accordance with this Agreement
infringes upon a third party's valid intellectual property rights ("IP Claim"). Silk Sagas
shall, at its sole expense, conduct the defense of any such IP Claim and shall pay any
damages finally awarded against the Vendor or agreed upon in a settlement, provided
that the Vendor: (a) promptly notifies Silk Sagas in writing of any threat or notice of such
IP Claim; (b) grants Silk Sagas the exclusive right to control and direct the defense and
settlement of such IP Claim; and (c) fully cooperates with Silk Sagas in such defense and
settlement.
19.2 The Vendor agrees to indemnify, defend, and hold harmless Silk Sagas, its affiliates,
officers, directors, employees, and agents from and against any and all claims, demands,
actions, liabilities, losses, damages, costs, and expenses, including reasonable attorneys'
fees, arising out of or relating to: (a) the Vendor's use or misuse of the Platform or
Services; (b) the Vendor's breach of this Agreement; or (c) the Vendor's conduct or
actions. The Vendor shall promptly notify Silk Sagas in writing of any threat or notice of
any such claim, demand, action, liability, loss, damage, cost, or expense. The Vendor
shall cooperate with Silk Sagas in the defense of any such claim, demand, action, liability,
loss, damage, cost, or expense. Silk Sagas shall have the right to select its own legal
counsel and may participate in its own defense at its own expense.
20. THIRD-PARTY LINKS & CONTENT
20.1 The Platform may contain links to third-party websites, applications, and resources.
The Vendor acknowledges and agrees that Silk Sagas does not endorse or control such
third-party websites, applications, or resources. Silk Sagas shall not be responsible or
liable for any content, advertising, products, services, or other materials available on or
through such third-party websites, applications, or resources.
20.2 The Vendor may elect to integrate third-party applications, plugins, or content
("Third-Party Content") with the Platform. Any Third-Party Content integrated with the
Platform is subject to the terms and conditions of the respective third-party providers.
Silk Sagas shall not be responsible or liable for any issues, damages, or liabilities arising
from or related to the Vendor's use of Third-Party Content. Any concerns or disputes
regarding the services, payment, or any other matter pertaining to Third-Party Content
or third-party websites or resources shall be addressed directly with the applicable third
party.
21. MODIFICATION & VARIATION
21.1 Silk Sagas reserves the right to modify this Agreement from time to time and at any
time. Silk Sagas shall provide the Vendor with reasonable advance written notice of any
changes to this Agreement that materially and adversely affect the Vendor's use of the
Service or the Vendor's rights under this Agreement. Such notice may be provided via
email, notification on the Platform, or other similar methods.
21.2 If the Vendor does not agree with any proposed modifications to this Agreement,
the Vendor's sole recourse shall be to terminate this Agreement in accordance with the
Term and Termination clause herein.
21.3 To the extent that any part or sub-part of this Agreement is held to be ineffective or
invalid by a court of competent jurisdiction, the Vendor agrees that the prior, effective
version of this Agreement shall be considered enforceable and valid to the fullest extent
permitted by law.
21.4 The Vendor agrees to routinely monitor this Agreement for modifications or
variations by referring to the Effective Date posted at the top of this Agreement. The
Vendor further agrees to clear its browser cache periodically to avoid accessing a prior
version of this Agreement. The Vendor's continued use of the Platform after any
modifications to this Agreement shall constitute the Vendor's continued assent to this
Agreement as modified.
21.5 In the event that the Vendor fails to monitor any modifications to or variations of
this Agreement, the Vendor agrees that such failure shall be deemed an affirmative
waiver of the Vendor's right to review the modified Agreement.
22. ENTIRE AGREEMENT
22.1 This Agreement constitutes the entire agreement and understanding between the
Parties concerning the subject matter hereof and supersedes and replaces all prior or
contemporaneous agreements, understandings, negotiations, and discussions, whether
oral or written, between the Parties relating to the use of the Platform.
23. NO WARRANTIES
23.1 The Vendor expressly acknowledges and agrees that the Vendor's use of the
Platform and Services is at the Vendor's sole and exclusive risk. The Platform and
Services are provided on an "AS IS" and "AS AVAILABLE" basis. Silk Sagas hereby
expressly disclaims all warranties, whether express or implied, including but not limited
to the implied warranties of merchantability, fitness for a particular purpose, and non-
infringement.
23.2 Silk Sagas makes no warranties, representations, or guarantees that the Platform or
the Services will meet the Vendor's requirements, or that the Platform or Services will
be uninterrupted, error-free, secure, or free from viruses or other harmful components.
Silk Sagas also makes no warranties, representations, or guarantees as to the reliability,
accuracy, completeness, or timeliness of any information on the Platform or obtained
through the Services.
23.3 The Vendor agrees that any damage that may occur to the Vendor, the Vendor's
computer system, or as a result of the loss of the Vendor's data from the Vendor's use of
the Platform or Services is the Vendor's sole responsibility, and Silk Sagas shall not be
liable for any such damage or loss.
23.4 All information, software, products, services, and related graphics provided on the
Platform are provided on an "as is" and "as available" basis, without warranty of any
kind, either express or implied.
23.5 Silk Sagas disclaims all warranties, express or implied, including, without limitation,
all implied warranties of merchantability, fitness for a particular purpose, title, and non-
infringement, or arising from course of dealing, usage, or trade practice.
23.6 Silk Sagas makes no representation or warranty about the suitability of the
information, tools, add-ons, services, products, or any other content contained on the
Platform for any purpose. The inclusion or offering of any services or products on the
Platform does not constitute any endorsement or recommendation by Silk Sagas.
23.7 Silk Sagas makes no warranty that the use of the Platform will be uninterrupted,
timely, secure, without defect, or error-free. The Vendor expressly agrees that the use of
the Platform is at the Vendor's sole risk. Silk Sagas shall not be responsible for any
content found on the Platform.
23.8 The Vendor's use of any information or materials on the Platform or obtained
through the use of the Platform is entirely at the Vendor's own risk, for which Silk Sagas
shall not be liable. It shall be the Vendor's own responsibility to ensure that any services
or information available through the Platform meet the Vendor's specific requirements.
23.9 Silk Sagas assumes no responsibility for the accuracy, currency, completeness, or
usefulness of information, views, opinions, or advice in any material contained on the
Platform. Any information from third parties or advertisers is made available without Silk
Sagas making any changes, and Silk Sagas cannot guarantee accuracy and is not liable for
any inconsistencies arising thereof.
23.10 All postings, messages, advertisements, photos, sounds, images, text, files, video, or
other materials posted on, transmitted through, or linked from the Platform are the sole
responsibility of the person from whom such content originated. Silk Sagas does not
control and is not responsible for content available on the Platform.
23.11 There may be instances when incorrect information is inadvertently published on
the Platform or in the Services, such as typographical errors, inaccuracies, or omissions
that may relate to product descriptions, pricing, promotions, offers, and availability. Any
errors, inaccuracies, or omissions may be corrected at Silk Sagas' discretion at any time,
and Silk Sagas may change or update information or cancel orders if any information in
the Services or on any related platform is inaccurate at any time without prior notice
(including after the Vendor has submitted an order).
23.12 Silk Sagas undertakes no obligation to update, amend, or clarify information in the
Services or on any related platform, including without limitation, pricing information,
except as required by law. No specified update or refresh date applied in the Services or
on any related platform should be taken to indicate that all information in the Services
or on any related platform has been modified or updated.
23.13 The Vendors of the Platform shall not be responsible for any interaction between
the Vendor and other users of the Platform. Under no circumstances will Silk Sagas be
liable for any goods, services, resources, or content available through such third-party
dealings or communications, or for any harm related thereto. Silk Sagas is under no
obligation to become involved in any disputes between the Vendor and other Vendors
of the Platform or between the Vendor and any other third parties. The Vendor agrees
to release Silk Sagas from any and all claims, demands, and damages arising out of or in
connection with such disputes.
23.14 The Vendor agrees and understands that while Silk Sagas has made reasonable
efforts to safeguard the Platform, it cannot and does not ensure or make any
representations that the Platform or any of the information provided by the Vendor
cannot be accessed or compromised by unauthorized third parties. The Vendor
specifically agrees that Silk Sagas shall not be responsible for unauthorized access to or
alteration of the Vendor's transmissions or data, any material or data sent or received or
not sent or received, or any transactions entered into through the Platform.
23.15 The Vendor hereby agrees and confirms that Silk Sagas shall not be held liable or
responsible in any manner whatsoever for any hacking, unauthorized access, or any loss
or damages suffered by the Vendor due to such hacking or any loss or damages suffered
by third parties for any such use of the information provided by the Vendor or any spam
messages or information that the Vendor may receive from any such unauthorized third
party (including those which are sent representing the name of Silk Sagas but have not
been authorized by Silk Sagas), which is in violation or contravention of this Agreement
or the Privacy Policy.
23.16 The Vendor specifically agrees that Silk Sagas is not responsible or liable for any
threatening, defamatory, obscene, offensive, or illegal content or conduct of any other
party or any infringement of another's rights, including intellectual property rights. The
Vendor specifically agrees that Silk Sagas is not responsible for any content sent using
the Platform by any third party.
23.17 Silk Sagas has no liability and will make no refund in the event of any delay,
cancellation, strike, force majeure event, or other causes beyond its direct control, and it
has no responsibility for any additional expense, omissions, delays, or acts of any
government or authority.
23.18 The Vendor will be solely responsible for any damage to the Vendor's computer
system or loss of data that results from the download of any information or material.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the
above exclusions may not apply to the Vendor.
23.19 The Vendor accepts all responsibility for and hereby agrees to indemnify and hold
harmless Silk Sagas from and against, any actions taken by the Vendor or by any person
authorized to use the Vendor's account, including without limitation, disclosure of
passwords to third parties. If the Vendor is dissatisfied with the Platform or the Services
or any portion thereof, or does not agree with these terms, the Vendor's sole and
exclusive remedy shall be to cease using the Platform and Services.
24. LIMITATION OF LIABILITY
24.1 To the fullest extent permitted by applicable law, in no event shall Silk Sagas be
liable for any direct, indirect, punitive, incidental, special, or consequential damages, or
any damages whatsoever, including without limitation, damages for loss of use, data, or
profits, arising out of or in any way connected with:
a. the use or performance of the Platform;
b. the delay or inability to use the Platform or related services;
c. the provision of or failure to provide Services;
d. the delivery or failure to deliver Products;
e. any information, software, products, services, and related graphics obtained
through the Platform;
f. any interaction between the Vendor and other participants on the Platform; or
g. otherwise arising out of the use of the Platform, or damages resulting from the use
of or reliance on the information present, whether based on contract, tort,
negligence, strict liability, or otherwise, even if Silk Sagas or any of its
affiliates/suppliers has been advised of the possibility of such damages.
24.2 If, notwithstanding the foregoing limitation, Silk Sagas is found liable for any loss or
damage which arises out of or is in any way connected with the use of the Platform
and/or provision of Services, then Silk Sagas’ liability shall in no event exceed: [Specific
liability cap to be inserted here].
24.3 This limitation of liability applies to any and all claims by the Vendor, including, but
not limited to, lost profits or revenues, consequential or punitive damages, negligence,
strict liability, fraud, or torts of any kind.
25. GENERAL PROVISIONS
25.1 AUTHORITY: Each Party represents and warrants to the other that it possesses the
full power and authority to enter into this Agreement, and that this Agreement
constitutes a valid and binding obligation of such Party, enforceable in accordance with
its terms. The Vendor further warrants and represents that it has the authority to
procure its Affiliates’ compliance with the terms of this Agreement.
25.2 LANGUAGE: This Agreement, and all related communications, notices, and
documentation, shall be conducted in the English language. Any translations provided
for convenience or informational purposes are provided without any guarantee as to
their accuracy or completeness. In the event of any discrepancies or conflicts, the
English version of this Agreement shall prevail.
25.3 JURISDICTION, VENUE, AND GOVERNING LAW: This Agreement and any dispute,
claim, or controversy arising out of or relating to this Agreement, or the breach,
termination, enforcement, interpretation, or validity thereof, including any dispute of
any kind between the Vendor and Silk Sagas, shall be governed by and construed in
accordance with the laws of India, without regard to its conflict of laws principles. The
Parties irrevocably agree that any dispute arising out of or in connection with this
Agreement shall be finally settled by arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996, as amended, or any statutory modification or re-
enactment thereof. The Parties shall mutually appoint a sole arbitrator. Each Party shall
bear its own costs and fees associated with the arbitration, and the cost of the arbitrator
shall be borne equally by the Parties. The seat and venue of arbitration shall be Varanasi,
Uttar Pradesh, India. The language of the arbitration shall be English. The courts of
Varanasi, Uttar Pradesh, India shall have exclusive jurisdiction over any legal actions or
proceedings related to the arbitration or enforcement of the arbitral award.
25.4 ASSIGNMENT: The Vendor shall not assign, transfer, or delegate any of its rights or
obligations under this Agreement without the prior written consent of Silk Sagas. Silk
Sagas may assign or transfer this Agreement, in whole or in part, to any affiliated entity
or in connection with a merger, acquisition, or sale of assets. Any attempted assignment
in violation of this clause shall be null and void. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors and permitted
assigns.
25.5 SEVERABILITY: If any provision or sub-provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction or arbitrator, the
remaining provisions and sub-provisions shall be enforced to the maximum extent
permissible under applicable law. The Parties agree to replace the severed provision
with a valid and enforceable provision that most closely reflects the original intent of the
Agreement.
25.6 NO WAIVER: The failure of either Party to enforce any right or provision of this
Agreement shall not constitute a waiver of such right or provision. No waiver of any
breach of this Agreement shall constitute a waiver of any subsequent breach. No waiver
shall be effective unless it is expressly set forth in writing and signed by the waiving
Party.
25.7 HEADINGS FOR CONVENIENCE ONLY: The headings of the sections and subsections
of this Agreement are for convenience and organization only and shall not affect the
interpretation of any provisions of this Agreement.
25.8 NO AGENCY, PARTNERSHIP, OR JOINT VENTURE: Nothing in this Agreement shall be
construed as creating an agency, partnership, joint venture, or any other form of legal
association between the Vendor and Silk Sagas. This Agreement does not authorize
either Party to act as an agent or representative of the other Party.
25.9 FORCE MAJEURE: Neither Party shall be liable for any failure or delay in the
performance of its obligations under this Agreement if such failure or delay is caused by
events beyond its reasonable control, including but not limited to acts of God, natural
disasters, fires, floods, epidemics, pandemics, war, terrorism, strikes, labor disputes,
governmental actions, or any other event that is unforeseeable and beyond the
reasonable control of the affected Party (“Force Majeure Event”). The Party affected by
the Force Majeure Event shall promptly notify the other Party in writing of the
occurrence and anticipated duration of such event. The affected Party’s performance
under this Agreement shall be suspended during the Force Majeure Event, and the time
for performance shall be extended for a period equal to the duration of the Force
Majeure Event. If the Force Majeure Event continues for a period of \[*Number*]
calendar days, either Party may terminate this Agreement by providing written notice to
the other Party, without incurring any liability for such termination.
25.10 ELECTRONIC COMMUNICATIONS PERMITTED: The Parties agree that electronic
communications, including but not limited to email, electronic signatures, and online
messaging, shall be deemed valid and legally binding for all purposes under this
Agreement. Such electronic communication shall have the same force and effect as if
they were in writing and signed by the Parties. The Parties further acknowledge that
electronic communications are reliable, confidential, and secure means of
communication.