Welcome to the https://www.warebuy.com/partner site. WareBuy provides this site to you subject to the following conditions. By visiting the https://www.warebuy.com/partner site (the “Site”), you accept these conditions. Please read them carefully.
These ‘Terms and Conditions’ 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.
TERMS AND CONDITIONS
To begin the enrollment process, you must complete the registration process as provider of one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your business' legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2. Term and Termination.
The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by giving notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by WareBuy. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections ______ will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
3. UNSOLICITED IDEA SUBMISSION POLICY
WAREBUY OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN WAREBUY'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO WAREBUY. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO WAREBUY OR ANYONE AT WAREBUY. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT WAREBUY MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
WareBuy shall have the right, but not the obligation, to monitor the content of www.WareBuy, including communications and forums, to determine compliance with this Agreement and any operating rules established by WareBuy and to satisfy any law, regulation or authorized government request. WareBuy shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on www.WareBuy. Without limiting the foregoing, WareBuy shall have the right to remove any material that WareBuy, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than WareBuy, Your Products (including offer, sale, performance, and fulfillment), any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense and you agree to indemnify us against the cost involved. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to WareBuy or its Affiliates is at all times accurate and complete; (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
7. Disclaimer & General Release.
THE WAREBUY, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE WAREBUY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN WAREBUY AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WAREBUY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO WAREBUY IN CONNECTION WITH THE PARTICULAR TRANSACTION GIVING RISE TO THE CLAIM.
9. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) WareBuy automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) WareBuy expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by WareBuy and used by you. All fees and payments payable by you to WareBuy under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying WareBuy any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to WareBuy Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain WareBuy's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
11. Force Majeure.
Neither party will be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
12. Relationship of Parties.
13. Your Products, Services and Relevant Information.
You will provide in the format we require accurate and complete Required Product and Services Information for each product or service that you offer through any WareBuy and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Products and/or Services, subsequent sale of any of the same on WareBuy comply with all applicable Laws and do not contain any sexually explicit (except to the extent expressly permitted under governing laws), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on WareBuy; or provide any URL Marks for use, or request that any URL Marks be used, on WareBuy. If you offer a product for sale on WareBuy that requires a warning under any governing and applicable law, you (a) will provide us with such warning in the manner specified by such law, (b) agree that our display of such Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Warning for a product/service when the prior warning is no longer legally required.
15. Electronic Communications
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of WareBuy or its affiliates or its content suppliers and protected by United States, India and international copyright laws. The compilation of all content on this Site is the exclusive property of WareBuy or its affiliates and protected by United States, India and international copyright laws. All software used on this Site is the property of WareBuy, its affiliates or its software suppliers and protected by United States, India and international copyright laws.
WareBuy, the WareBuy logo and other marks indicated on our Site are trademarks of WareBuy or its affiliates in the United States and other countries. Other WareBuy graphics, logos, page headers, button icons, scripts, videos, infographics and service names are trademarks or trade dress of WareBuy or its affiliates. WareBuy and its affiliates’ trademarks and trade dress may not be used in connection with any product or service that is not WareBuy or its affiliates’ as applicable, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits WareBuy or its affiliates. All other trademarks not owned by WareBuy or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by WareBuy or its affiliates.
18. License and Site Access
WareBuy grants you a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of WareBuy and / or its affiliates, as may be applicable. This license does not include any resale or commercial use of this site or its contents; any derivative use of this site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of WareBuy and / or its affiliates, as may be applicable. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of WareBuy or its affiliates without their express written consent. You may not use any meta tags or any other “hidden text” utilizing WareBuy's or its affiliates name or trademarks without their express written consent. Any unauthorized use terminates the permission or license granted by WareBuy and / or its affiliates. You are granted a limited, non-assignable, revocable, and non-exclusive right to create a hyperlink to the home page of WareBuy so long as the link does not portray WareBuy, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any logo or other proprietary graphic or trademark of WareBuy or its affiliates as part of the link without their express written permission.
19. Your Activity on the WareBuy
WareBuy and its affiliates reserve the right to refuse service, terminate accounts, or remove or edit content in their sole discretion. You must not use the Site 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 WareBuy, are responsible for all electronic communications and content sent from your computer to us and you must use the Site for lawful purposes only and only in accordance with the applicable law.
You must not use the Site for any of the following:
for fraudulent purposes, or in connection with a criminal offence or other unlawful activity;
to send, use or reuse any material that is illegal, offensive, (including but not limited to material that is sexually explicit or which promotes racism, bigotry, hatred or physical harm), abusive, harassing, misleading, indecent, defamatory, disparaging, obscene or menacing; or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”; to cause annoyance, inconvenience or needless anxiety;
20. Your License
If you submit material, and unless we indicate otherwise, you grant WareBuy and its affiliates a nonexclusive, royalty-free, irrevocable, perpetual and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media for as long as you are permitted to grant the said licence under applicable law. You grant WareBuy and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content or material that you post or submit or that you otherwise provide on or through the WareBuy; that the content is accurate; that the content is lawful; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify WareBuy and its affiliates for all claims arising from content you supply. WareBuy has the right but not the obligation to monitor and edit or remove any activity or content. WareBuy takes no responsibility and assumes no liability for any content submitted by you or any third party.
21. IPR Complaints
WareBuy and its affiliates respect the intellectual property of others. If you believe that your work has been used in a way that constitutes infringement of your intellectual property, please get in touch with WareBuy at the earliest.
22. Services Description
WareBuy and its affiliates attempt to be as accurate as possible. However, WareBuy does not warrant that descriptions of or other content of this site is accurate, complete, reliable, current, or error-free. Also, your access to WareBuy may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.
23. Applicable Law
Any dispute relating in any way to your visit to this Site shall be submitted to the appropriate and exclusive jurisdiction of the, state or federal, courts of State of New Jersey.
25. Site Policies, Modification and Severability
If you become a vendor on the WareBuy, your activities will be governed by the WareBuy Terms & Conditions of Use and any other applicable policies or agreements.