M/s.SPANRCREW AUTOSERV SOLUTIONS PRIVATE LIMITED a Private Limited Company,incorporated under the Companies Act, 2013, having its registered office at“P No. 97C, Kondapur ,Ranga Reddy,Telangana,India,500084”, that owns the Website “www.zodoyo.com”(collectively called ‘the Website’), which shall be deemed to include its heirs, assigns and successors in interest, unless repugnant to the context;

AND

YOU (‘the Vendor’).

The above mentioned entities shall collectively be referred to as the ‘Parties’ and each, individually, shall be referred to as a ‘Party’, as the context may so require.

This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011.

THE PARTIES HEREBY AGREE AND CONTRACT AS FOLLOWS:

• The Parties acknowledge and agree that this Agreement shall be in force for as long as You are the registered User of the Website. The vendor should have a GST Registration Number to trade in the website.
• The Company represents that it is engaged in the business of aggregating Users to purchase goods and products offered by the variety of Sellers, make payment and receive delivery through the use of a website. The website facilitates viewing and sale of products, payments to Vendors, cancellation etc.
• The Vendor represents the following:
• It has full legal power and capacity to enter into and perform its obligations under this Agreement;
• Has taken all necessary licenses applicable to its business and is fully compliant with all applicable statutes and regulations, as amended from time to time;
• It shall at all times, sell products of high quality.
• It shall not provide products on the Website that it is not authorised to provide in any manner.
• It shall not engage in any conduct on the Website that is illegal in nature as per Indian law.
• It shall, at all times, adhere to the terms of service and privacy policy of the Website.
• All the information and contents provided by it, as required, to the Company are true, correct and accurate.
• The Vendor wishes to avail the Services enabled by the Company on a non-exclusive and contractual basis as per the terms contained in this Agreement.
• The Parties acknowledge that the Services of the Company only encompass the running of the Website as a facilitator, and the Company shall not, at any point of time during any transaction between the User and Vendor on the Website come and take into possession any of the products offered by the Vendor.
• The Vendor acknowledges that it shall be solely responsible to reimburse and/or absolve the cost of Orders for which Buyers have either refused to pay for or have claimed a refund for reasons that are solely attributed to the Vendor, including but not limited to
• Defective or deficient product;
• Wrong items put in the package;
• The Vendor agrees that it shall be solely responsible for any warranty or guarantee of the integrity and quality of the products sold through the Website, and the same is not the responsibility of the Company nor of the Website.
• The Vendors agrees to not cancel any orders placed by the customer on www.zodoyo.com
• The Vendors agrees that they will sell only ethical/Legal electronic products. www.zodoyo.com has the right to accept or reject the vendors registration application.Vendors should sell genuine or original products only. Fake products are prohibited
• The Vendor agrees that the payments are processed online through payment disbursal system or the software integration.
• The Vendor agrees that the Company will charge commission to vendors upon confirmed purchase by the buyer.The percentage of Commission ranges from 5% to 14% depending on the product category. It is the vendor’s responsibility to check the commission percentage and category before listing a product on company website.
• The Vendors agrees that they will be abiding by the Commission policy of the company and the company have the right to increase commission percentage from time to time. Any changes made to the policy would be notified to the vendor at least 15 days prior to making changes.
• The Vendor agrees to bear sole responsibility for maintaining confidentiality of its login and password details and all activities that occur with the use of its login and password details. The Vendor agrees that if it provides any information or content required to be put up on the Website, which is untrue, inaccurate, not current, or incomplete or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the terms of this Agreement, the Company shall have the right to indefinitely suspend, terminate or block the Vendor from accessing the Website.
• The Vendor shall confirm every order made by a User within 4 hours from the time the particulars of the order have been relayed to the Vendor through the Website.
• The Vendor agrees that the Vendor cannot just cancel a confirmed order but the Company/Website shall be entitled to do so as per its own discretion.
• The Vendor agrees that they shall not directly contact Users under any circumstances, whether for amount collection, for alternative products or to communicate with the Buyer in any manner, nor should the Vendor attempt to divert the User to transact directly with the Vendor not using the Website.
• The vendor agrees to be charged additional fees for additional services offered by www.zodoyo.com.
• The Vendor agrees that registration with the Website as a Vendor is exclusively for personal use to gain access to the Website and is strictly not transferable.
• The Company acknowledges that at no point of time shall it hold any right, title or interest over the products nor shall the Website have any obligations or liabilities in respect of any contract or transaction entered into between Vendor and User.
• The Company acknowledges that it is merely the facilitator of the Website and shall remain indemnified in respect of any third-party claims (from Users or otherwise) against the Vendor in respect of any conduct of the Vendor or any lack of statutory or regulatory compliance by the Vendor, pursuant to the Agreement. The Vendor also shall bear all responsibility for losses incurred in respect of damage or theft or any other incident in relation to the product of the Vendor and the Company shall bear no responsibility whatsoever in respect of the same.
• The Company reserves the right to temporarily or permanently discontinue its Services to the Vendor for material breach or non-compliance of the provisions of this Agreement, at its own discretion.
• Each Party hereby grants to the other Party a non-exclusive, non-transferable, worldwide, royalty-free right to use, copy, publish and display the other Party’s trademarks, logos, name, menu and related information solely in connection with the promotion and marketing of the collaboration between Website and the Vendors and related purposes, including for publishing on the Website.
• Each Party shall retain ownership of its intellectual property and data existing as of the Start Date and any derivative works, additions, modifications, translations or enhancements thereof created by a Party or its affiliates pursuant to this Agreement.
• The Vendor shall maintain the confidentiality of the Company’s sensitive information. All information shall be included within the scope of this clause that is learnt of in connection during the course of business carried out with the Company by the Vendor. Confidential Information may include, without limitation:
• the terms of this Agreement
• the Company’s business policies, finances, and business plans;
• the Company’s financial projections, including but not limited to, annual sales forecasts and targets;
• sales information
• the identity of the Users
• the account terms and pricing upon which the Company obtains services from its Vendor;
• the names and addresses of the Company’s employees and other business contacts of the Company; and
• the techniques, methods, and strategies by which the Company develops, updates and markets the Website
• The Vendor shall not directly or indirectly divulge or make use of any Confidential Information outside of their association with the Company(so long as the information remains confidential) without the prior written consent of the Company. The Vendor shall not directly or indirectly misappropriate, divulge, or make use of any confidential information for an indefinite period of time. The Vendor further agrees that if they or any of their officials/directors/personnel/employees/associates are questioned about information subject to this Agreement by anyone not authorized to receive such information, the Vendor will notify the Company within 24 hours.
• The Vendor agrees to return all confidential information within three (3) calendar days following termination of this Agreement for any reason. To the extent the Vendor maintains any confidential information in electronic form on any computers or other electronic devices owned by it, the Vendor agree to irretrievably delete all such information and to confirm the fact of deletion in writing within three (3) calendar days following termination of this AGREEMENT.