THE WEBSITE www.greenathol.com, MOBILE APPLICATION, AN INTERNET BASED ELECTRONIC COMMERCE PLATFORM (“PORTAL”), IS OWNED AND OPERATED BY GREENATHOL EBIZ PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS “GREENATHOL”).

THE PORTAL IS A PLATFORM IN THE FORM OF AN ELECTRONIC COMMERCE MARKETPLACE THAT: A) PROVIDES A PLATFORM FOR MERCHANTS/VENDORS/SELLERS (“SELLER”) TO ADVERTISE, EXHIBIT, MAKE AVAILABLE AND OFFER TO SELL VARIOUS PRODUCTS TO OTHER USERS/BUYERS/CUSTOMERS (“BUYER”); B) PROVIDES SERVICES TO FACILITATE THE ENGAGEMENT OF THE BUYERS AND THE SELLERS ON THE PORTAL (“SERVICES”).

PLEASE READ THE ONBOARDING TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY. BY AGREEING TO AVAIL OUR SERVICES OR BY AVAILING THE SERVICES OR BY VISITING, VIEWING, ACCESSING, ALL OR ANY PORTION OF THE PORTAL, YOU ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT. YOU REPRESENT THAT YOU HAVE THE CAPACITY TO ACCEPT THE TERMS OF THIS AGREEMENT LEGALLY. IF YOU ARE USING THE PORTAL ON BEHALF OF ANY ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO ACCEPT THE TERMS OF THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND THAT SUCH ENTITY AGREES TO BE BOUND BY THIS AGREEMENT AND INDEMNIFY AND HOLD HARMLESS GREENATHOL FOR ANY VIOLATION OF THIS AGREEMENT. BY AGREEING TO AGREEMENT, YOU ALSO AGREE TO THE PRIVACY POLICY AND/OR END USER LICENSE AGREEMENT AND/OR SUCH OTHER TERMS AND CONDITIONS AND POLICIES AS MAY BE ESTABLISHED OR INTRODUCED BY GREENATHOL FROM TIME TO TIME.

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND SHALL BE EFFECTIVE AND BINDING UPON THE SELLERS ADVERTISING, EXHIBITING, SOLICITING, AND HAVING THEIR PRODUCTS LISTED ON THE PORTAL AND SHALL ALSO BE EFFECTIVE AND BINDING ON THE BUYERS WHO HAVE ENTERED INTO A TRANSACTION THROUGH THE PLATFORM TO PURCHASE ANY PRODUCT SO LISTED BY THE SELLER. WHILE REGISTRATION ON THE PORTAL IS MANDATORY FOR MAKING ANY TRANSACTIONS, GUEST USERS WILL HAVE ACCESS TO NON-TRANSACTIONAL MODULES OF THE PLATFORM.

THIS AGREEMENT MAY BE UPDATED BY GREENATHOL FROM TIME TO TIME. ONCE THE UPDATED/ AMENDED AGREEMENT ARE RELEASED, THE UPDATED TERMS WILL EFFECTIVELY SUBSTITUTE THE ORIGINAL TERMS OF THE AGREEMENT. YOU MAY LOG IN THE PORTAL TO REVIEW THE LATEST VERSION OF THE AGREEMENT AT ANY TIME.

1. DEFINITION AND INTERPRETATION

1.1 In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:

1.1.1 “Agreement” means this agreement, as may be amended, supplemented or replaced or otherwise modified from time to time and shall include any document which amends, supplements, replaces or otherwise modifies this Agreement, together with the recitals and all the schedules attached hereto.
1.1.2 “Applicable Law” shall mean and include applicable statute, law, enactment, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, policy, permit, direction, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation having the force of law by, any Governmental Authority having jurisdiction over the matter in question, whether in effect at the relevant time and, as amended modified or replaced from time to time.
1.1.3 “Confidential Information” means all non-public and/or proprietary information disclosed by Greenathol to the Seller and/or the Buyer or received by the Seller and/or the Buyer from time to time, whether in written, oral, graphic, electronic, or any other form, including, without limitation, client and customer information, designs and drawings, data, documentation, this Agreement and any related documents, specifications, know-how, technical information, or procedures, business plans, blueprints, interfaces, user interaction, financial information including revenue, cost, and pricing information, forecasts, projections, analysis, research and development information, product designs, business development and marketing strategies, processes, third party confidential information, hardware and software, etc. in relation to Greenathol and/or the Portal.
1.1.4 “Governmental Authority(ies)” includes any government, any department, agency or instrumentality of any government, any court or arbitral tribunal and any regulatory authority of competent jurisdiction including any Tax Authorities.
1.1.5 “Intellectual Property” means all intellectual property rights of Greenathol including in relation to the Portal, present and future, throughout the world, copyrights, source codes, object codes, softwares, trademarks, designs, logos, artwork, patents, database rights and all rights or forms of protection of a similar nature or having equivalent or the similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them for their entire term and any applicable extensions;
1.1.6 “Losses” includes any and all losses, liabilities, costs, charges, expenses, pursuant to any claims (including third party claims), demands, actions, suits, judgments, awards, fines, penalties and damages, including interest with respect thereto and attorneys’, accountants’ and other advisors fees and disbursements.
1.1.7 “Order” shall mean an order placed by the Buyer for purchasing the Product from the Seller and shall be specifically designated by a unique order number.
1.1.8 “Person” includes an individual, an association, a corporation, a company, a limited liability partnership, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company or other entity or organisation, including a government, or an agency or instrumentality thereof and/or any other legal entity (in each case, whether or not having separate legal personality).
1.1.9 “Portal” shall mean platform provided by Greenathol in the form of website www.greenathol.com and/or the Greenathol mobile application or any other Greenathol operated website through which purchase and sale of Products will be transacted between the Buyer and the Seller.
1.1.10 “Product” means any good displayed or offered for sale by the Seller on the Portal and which is not excluded to be displayed or sold as per the terms & conditions of this Agreement.
1.1.11 “Tax” shall mean all forms of tax including applicable income tax, tax collected at source, tax deducted at source, value added tax, service tax, goods & services tax levied, or such other tax or cess imposed, collected, withheld or assessed by any Tax Authority under the Applicable Law and penalties, charges, costs, interest imposed by the Tax Authority.
1.1.12 “Tax Authority” means Income Tax Department, Department of Revenue, Ministry of Finance, Government of India or any other Governmental Authority that imposes or is competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any Applicable Law in relation to Tax.

1.2 In this Agreement, unless the context otherwise requires the following rules of interpretation shall apply:

1.2.1 references to any legislation or Applicable Law or to any provision thereof shall include references to any such Applicable Law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted (whether before or after the execution of this Agreement), and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;
1.2.2 a reference to the singular includes the plural and vice-versa and words referring to a particular gender include all other genders;
1.2.3 references to the Seller and the Buyer shall mean he/she/it, as the case may be;
1.2.4 a reference to any document is a reference to that document as amended, assigned, novated or otherwise modified or replaced in accordance with its terms, from time to time;
1.2.5 a reference to something being “in writing” includes writing, typing, printing, lithography, letter, e-mail or other electronic record reduced to a visual form but shall not include text messages or other short message service;
1.2.6 Greenathol, the Buyer and the Seller, shall be individually referred to as a “Party” and shall be collectively referred to as the “Parties”, as the context may require;
1.2.7 a reference to a Recital or Clause or Schedule is a reference to a recital or clause or schedule to this Agreement or paragraph of a schedule and the recitals and schedules form part of and have the same force and effect as if expressly set out in the main body of this Agreement;
1.2.8 the expression “this Clause”, “this Schedule” or similar expressions shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause, Schedule or other section of text (as applicable) and not merely the sub-Clause, part of a Schedule or other provision in which the expression occurs;
1.2.9 references to “INR” or “Rs.” shall refer to Indian Rupees;
1.2.10 time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence; and
1.2.11 heading, sub-heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation.

2. SCOPE

2.1 The Seller hereby agrees to offer, exhibit advertise and sell Products through Portal and the Buyer hereby agrees to purchase Products through the Portal. Greenathol relying on the representations, undertakings, covenants and indemnities provided by the Seller and the Buyer under this Agreement, hereby agrees to act as a facilitator, on the terms and subject to the conditions contained hereinafter. The Seller and the Buyer hereby agree to follow the terms and conditions, policies, guidelines, rules, directions, as may be notified by Greenathol or as may be specified on the Portal from time to time.
2.2 The Seller acknowledges and agrees that Greenathol merely acts as a technology platform for the Seller and the Buyer to negotiate and interact with each other in respect of sale or supply of Products. Greenathol is not a party to any negotiations that take place between the Buyer and the Seller including an agreement for sale or supply of goods or services or otherwise, concluded between the Buyer and the Seller.
2.3 Greenathol does not control and is not liable in respect of or responsible for the quality, safety, genuineness, lawfulness or availability of the Products or the ability of the Seller selling or supplying the Products to complete a sale or the ability of the Buyer purchasing Products to complete a purchase. This Agreement shall not be deemed to create any partnership, joint venture, or any other joint business relationship between Greenathol and other Party.
2.4 The Seller shall be responsible for ensuring that the Buyer is provided with the updated and correct information and correctly reflect the availability/non-availability of the Products when searched through the Portal. Greenathol shall not be responsible for claims made by the Buyers for any inaccuracy in the Products availability details that are displayed through the Portal including due to negligence/default on part of the Seller. The Seller shall ensure that the Order(s) placed by the Buyers are successfully fulfilled by the Seller.
2.5 The Seller acknowledges that the online marketplace access and the services provided by Greenathol to the Seller on a non-exclusive basis and Greenathol is free to enter into any other arrangement including the one envisaged under this Agreement, with any other seller without any prior consent, notice or intimation to the Seller.
2.6 Greenathol shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may occur/arise as a result of or in connection with sale or purchase of Products. Both the Buyer and the Seller are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of any content, information or any other material provided on the Portal, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, etc. In the event of a dispute with any party to a transaction, both the Buyer and the Seller agree to release and indemnify Greenathol (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
2.7 Greenathol reserves the right to undertake any marketing and promotional activity and enter into any marketing and promotional arrangement with any Person for the marketing and promotion of the Portal.

3. DUTIES AND OBLIGATIONS OF THE SELLER

3.1 The Seller shall use its best efforts to make available to the Buyer, the best rates available for the Products requested by the Buyer.
3.2 The Seller shall, ensure that Products offered or sold by the Seller, are of high standard and quality.
3.3 The Seller must be legally entitled to sell the Products listed by the Seller for sale on the Portal.
3.4 The Seller shall not list any products, in contravention of the Applicable Law. Greenathol reserves the right to delist any such Product, de-board the Seller for a particular duration or blacklist the Seller from further on-boarding.
3.5 The Seller shall provide contact information required to be disclosed under applicable laws.
3.6 The Seller shall provide the total price in single figure of any Product, along with the breakup price for the Product, showing all the compulsory and voluntary charges such as delivery charges insurance, and the applicable Tax, as the case may be.
3.7 The Seller shall disclose all mandatory notices and information provided under applicable Laws, guarantees related to the authenticity or genuineness of the Products, any relevant guarantees, or warranties applicable to such goods, the expiry date of the Product being offered for sale, where applicable and relevant details related to delivery and shipment of such Product.
3.8 The Seller shall ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights of third parties.
3.9 The listing description of the item must not be misleading and must describe actual condition of the Product.
3.10 The Seller shall clearly set out any additional terms of sale with respect to Products listed on the Portal. However, such terms shall be in addition to the terms of this Agreement and not be contrary or violative of any terms of this Agreement or other rules, regulations, policies, or agreement of Greenathol.
3.11 The Seller shall appoint a representative, who shall be Greenathol’s point of contact for any and all matters related to this Agreement.
3.12 The Seller shall furnish to Greenathol, copy of all the licenses and registration certificates as requested by Greenathol from time to time including but not limited to certificate of incorporation (if applicable), registration certificate under shops and establishment, cancelled cheque, Permanent Account Number, Goods and Services Tax Identification Number in the form and manner prescribed by Greenathol. The Seller shall, at all times, comply with all Applicable Laws.
3.13 The Seller hereby agrees and undertakes that it shall be solely responsible for passing on the benefit of input Tax credit to the Buyer as per the Applicable Law. Greenathol, being an e-commerce platform will not assume any responsibility and/or liability for the Seller's failure to pass on such benefit to the Buyer. The Portal being an e-commerce platform will be responsible for deducting and depositing TCS at the rate in such manner as may be prescribed in goods and service tax law i.e. 1% (one percent) from each of the transaction. Any seller selling goods through the Portal would get the payment only after deduction of TCS at the rate in such manner as may be prescribed in goods and service tax law i.e. 1% (one percent). The tax collection at source (TCS) will be charged on the Product value i.e. factory price (excluding GST). Seller discounts will be deducted (if any) for calculating TCS.
3.14 The Seller hereby agrees to indemnify, defend and hold harmless the Buyer from and against any and all Losses suffered, incurred, or likely to be suffered or incurred by the Buyer, which arises out of, result from, or in connection with Clause 3.13.
3.15 The Seller hereby agrees that if it is found indulging in providing of false or misleading information or provision of defective or counterfeit Products or breaches/violates any Applicable Law, then Greenathol may initiate civil and/or criminal proceedings against the Seller and Greenathol may, at its discretion, suspend, block, restrict, or cancel the Seller’s registration on the Portal and/or disqualify/bar the Seller from accessing the Portal.
3.16 The Seller shall be solely responsible and liable for any complaints and queries of the Buyer with respect to Orders or related service, delayed, non fulfilment or any complaints with respect to the quality or quantity or any matter thereof, in connection with the Products.

4. DUTIES AND OBLIGATIONS OF THE BUYER

4.1 The Buyer shall furnish to Greenathol, copy of all the licenses and registration certificates including but not limited to certificate of incorporation, registration certificate under shops and establishment, cancelled cheque, Permanent Account Number, Goods and Services Tax Identification Number in the form and manner prescribed by Greenathol. The Buyer shall, at all times, comply with all Applicable Laws.
4.2 The Buyer shall be responsible for any registrations or licenses required for acting as a buyer and Greenathol assumes no liability whatsoever.
4.3 The Buyer shall be responsible for discharging any obligations as may be implemented by various Governmental Authorities for Order(s) including but not limited to payment of Taxes.
4.4 The Buyer shall be responsible for agreeing with the Seller regarding all the Product details including but not limited to cancellation and payment policy before confirmation of the Order. Greenathol shall not be liable for any Loss suffered or incurred by any Person including the Buyer, the Seller, customer, or any user arising out of or in connection with the usage of the Portal.
4.5 The Buyer shall appoint a representative, who shall be Greenathol’s point of contact for any and all matters related to this Agreement.
4.6 The Buyer hereby agrees that if it is found indulging in providing of false or misleading information or breaches/violates any Applicable Law, then Greenathol may initiate civil and/or criminal proceedings against the Buyer and Greenathol may, at its discretion, suspend, block, restrict, or cancel the Buyer’s registration on the Portal and/or disqualify/bar the Buyer from accessing the Portal.
4.7 The Buyer will not share its personal sensitive information like credit/debit card number, CVV, OTP, card expiry date, user IDs, passwords, etc. with any Person including the agents, employees or representatives of Greenathol. The Buyer shall immediately inform Greenathol if such details are demanded by any of its agents’ employees or representatives. Greenathol shall not be liable for any Loss that the Buyer incurs for sharing the aforesaid details.

5. TRANSACTION MODE OFFERED ON THE PORTAL

5.1 The Portal facilitates transactions in Request for Quote (“RFQ”) mode.
5.2 In an RFQ transaction, Buyers can browse Products listed by the multiple Sellers and may submit a request for quotes to multiple Sellers by providing Product specifics and solicit prices, delivery schedule, quality, expertise, etc, of the Product by setting a deadline. Following the placing of a request through the RFQ mode, number of Sellers may submit quotes based on the Buyer’s requirements depending on availability of Product. Depending upon responses from the Sellers and subsequent negotiations, the Buyer may place an order. In a RFQ transaction, the Buyer and the Seller are permitted to mutually decide upon price, payment structure, mode of logistics and other relevant details pertaining to the purchase.

6. OFFER AND ACCEPTANCE OF THE PRODUCT

When a Product gets listed on the Portal or quotes are supplied by the Sellers to the Buyer who has submitted a RFQ, the Seller makes an offer to sell such Product and the Buyer upon agreeing to purchase such listed Product, accept such offer to sell by the Seller. Accordingly, the contract for sale of Product is a bilateral contract between the Buyer and the Seller. The Buyer shall take note that such offer for sale of the Product by the Seller is not an absolute or unconditional offer and is subject to repudiation by the Seller at any time before acceptance of the Order without the need for obtaining consent from the Buyer or indemnifying the Buyer. The Seller and the Buyer understand and consent that Portal reserves the right to cancel any sale, delivery, listing by any Seller for any reason whatsoever at its sole discretion, without providing such reason to the Seller.

7. PRODUCTS

All offer of sale of Products are governed by the description and specifications of the Product and warranties provided by the respective Sellers in addition to this Agreement. [In the event the Seller (as applicable) is providing any warranty, details of such warranty will be specified on the relevant product specification sheet. Such warranties will be honoured by the Seller exclusively and any misrepresentation with respect to the Products shall be a liability of the Seller and to the sole cost and consequence of the Seller.

8. PRODUCT WARRANTIES

With respect to any Product listed on the Portal, the Seller hereby represents and warrants to the Buyer that:
a) Seller has the right to sell the Products to the Buyer on or through the Portal and possesses all the necessary licenses, trademarks, or authorisations necessary to constitute lawful and valid sale of Product listed on the Portal.
b) Seller is selling authentic and genuine products and has undertaken due checks to ensure no counterfeited products constitutes its inventory.
c) Upon purchase, the Buyer shall have and enjoy quiet possession of the Products.
d) Products shall be free from any charge or encumbrance in favour of third party.
e) The Buyer shall be entitled to all the warranties and other collaterals applicable to the Product or as generally made available by the manufacturer or the Seller of the Product.
f) Product shall meet the description and specifications as provided on the Portal or in the quote supplied to the Buyer as part of the RFQ process.

9. DELIVERY OF THE PRODUCT

The mode of delivery would be as agreed between the Buyer and the Seller in the RFQ process. Unless otherwise agreed between the Buyer and the Seller, the risk of any damage, loss, or deterioration of the Products during the course of delivery or during transit shall be on the Seller for the Order and not on the Buyer. The Seller represents and warrants to the Buyer that the Products which will be delivered are exactly those Products which are listed and advertised by the Seller on the Portal and the Product shall meet all descriptions and specifications as listed on the Portal.
10. FEES AND PAYMENTS [PL Note: The detailed terms relating to payment of fees to Greenathol will be incorporated in the tripartite agreement which will be executed between Greenathol, Buyer and the Seller.]
10.1 In consideration of the services provided by Greenathol, both the Seller and the Buyer agree and acknowledge to pay their respective service fees to Greenathol (“Greenathol Service Fees”), which shall be communicated by Greenathol to the Seller and the Buyer.
10.2 Service fee for any of the Greenathol services is subject to change. Greenathol shall update all the changes made in the prices via the Portal to ensure that the Seller and the Buyer have accurate information available at the time of undertaking the transaction.
10.3 The Seller and the Buyer shall be completely responsible for all charges, fees, duties, Taxes, and assessments arising out of the use of the service, as per the Applicable Laws.

11. CANCELLATION AND CANCELLATION FEE

11.1 Upon confirmation of the Order, neither the Buyer nor the Seller will be permitted to cancel the Order. Any cancellation by the Buyer and/or the Seller shall be without any liability to Greenathol.
11.2 If any cancellation (full or partial) is performed by the Buyer and/or the Seller after confirmation of the Order, Greenathol will be entitled to levy cancellation charges on the Seller and/or the Buyer (as the case may be). The cancellation charges will be communicated by Greenathol to the Buyer and the Seller.

12. DISCLAIMER

12.1 Greenathol acts as a facilitator by connecting the Buyer with the Seller. Greenathol will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence on part of the Seller and/or the Buyer.
12.2 Unless explicitly committed by Greenathol as a part of any product or service:
12.2.1 Greenathol assumes no liability for the standard of products and services as provided by the Seller.
12.2.2 Greenathol provides no guarantee or warranty with regard to their quality or fitness as represented.
12.2.3 Greenathol doesn't guarantee the availability of any products and services as listed by the Seller.
12.3 Greenathol assumes no liability for providing or granting of any documents, legal or otherwise to the Seller and/or the Buyer. The Seller and the Buyer understand that Greenathol merely provides a technology platform for purchase and sale of Products and the ultimate liability rests on the Seller and/or the Buyer and not Greenathol. Thus, the ultimate contract of service is between the Buyer and the Seller.
12.4 The Seller and the Buyer expressly agree that use of the Portal (including its services) thereon is at its sole risk. The Portal and its services are provided on an “as is” and “as available” basis. Greenathol expressly disclaims any and all liabilities, warranties, representations, conditions, or indemnities of any kind, whether express or implied including, but not limited to any and all liabilities and warranties of fitness for a particular use or purpose, non-infringement, title, operability, condition, value, accuracy of any data and system integration.
12.5 For the duration of this Agreement, the Portal shall be maintained by Greenathol. Greenathol shall make best efforts to deal with any technical issues affecting the Portal. Greenathol does not represent or warrant that the Seller and the Buyer will be able to use the Portal and offer for sale the products at all times or locations on the Portal or that the Portal and the services provided through the Portal will be uninterrupted or error-free.

13. TERM AND TERMINATION

13.1 This Agreement shall continue, unless terminated as per the terms of this Agreement.
13.2 Notwithstanding anything contained under this Agreement, Greenathol shall have the right to terminate this Agreement without assigning any reason whatsoever, by giving 15 (fifteen) days’ prior written notice/intimation to the other Party.
13.3 The Agreement may be terminated by Greenathol with immediate effect in the event, any confirmed Order is cancelled by the Seller on more than 3 (three) occasions.
13.4 The Agreement may be terminated by Greenathol with immediate effect in the event, the Buyer fails to make payment for the Order within the timeline agreed with the Seller.
13.5 The Agreement may be terminated by Greenathol with immediate effect if the Seller and/or the Buyer is/are in breach of any of their obligations, representations or warranties, or any other terms as contained in this Agreement.
13.6 If the Seller and/or the Buyer become bankrupt or insolvent or if a petition or other proceeding is filed by or against the Seller and/or the Buyer for re-organization, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of the Seller’s and/or the Buyer’s property and assets or a substantial part thereof, or if the Seller and/or the Buyer make an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of the Seller and/or the Buyer, then such acts shall be considered a default under this Agreement. In such event, Greenathol may, at its option, terminate this Agreement without any notice to the Seller and/or the Buyer.
13.7 If Greenathol finds the Seller to be uncompetitive according to general industry standards, it may give a written notice to the Seller thereof. If the Seller has not remedied the deficiency within 7 days of receipt of the notice, Greenathol may terminate this Agreement immediately on giving written notice to the Seller.
13.8 Upon termination of this Agreement, Greenathol would block/suspend the Seller’s and/or the Buyer’s access to the Portal and consequently, the Seller and/or the Buyer shall not have the right to re-register itself directly or indirectly as a seller on the Portal at any time after such termination, unless Greenathol in its discretion, permits such re-registration.

14. FORCE MAJEURE

14.1 There can be exceptional circumstances where Greenathol may be unable to operate the Portal or honor the confirmed Order due to various reasons like act of God, labor unrest, insolvency, business exigencies, government decisions, terrorist activity, any operational and technical issues, route and flight cancellations, public health outbreaks (epidemics and pandemics), etc. or any other reason beyond the control of Greenathol (“Force Majeure”). The Seller and the Buyer agree that Greenathol being merely a facilitator, cannot be held responsible for any such Force Majeure circumstance.
14.2 In no event shall Greenathol be liable for any direct, indirect, punitive, incidental, special or consequential damages, and any other damages like damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Portal.

15. INDEMNIFICATION

The Seller and the Buyer hereby jointly and severally agree to indemnify, defend and hold harmless Greenathol, its affiliates and their respective officers, directors, successors, representatives, partners, agents, associates, employees and assigns (“Indemnified Persons”) from and against any and all Losses suffered, incurred, or likely to be suffered or incurred by such Indemnified Persons, which arises out of, result from, or in connection with, (i) any breach of representations or warranties provided by the Seller and/or the Buyer, and/or (ii) non-performance or breach of any covenant, undertakings and obligations of the Seller and/or the Buyer under this Agreement, and/or (iii) negligence of, misconduct of or fraud committed by, the Seller and/or the Buyer.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 The Seller and the Buyer hereby agree that the Intellectual Property is the exclusive property of Greenathol and cannot in any circumstances be used, or copied, or altered in any manner without being specifically authorized in writing by Greenathol. The Seller and the Buyer recognise and confirm that Greenathol has the exclusive right to supervise, allow and reject the contents on the Portal. Greenathol shall not be liable for contents and images shared, uploaded or displayed on the Portal by the Seller and/or the Buyer and all consequent liability will be borne by the Seller and the Buyer, respectively.
16.2 The Seller and the Buyer acknowledge that Greenathol is an electronic commerce marketplace with respect to the Products listed on the Portal. However, on receiving written notice/notification of alleged infringement of any third party intellectual property rights due to display or sale of any Products /third party trademark or copyright matter on the Portal. Greenathol may, at its own discretion, remove /delist the allegedly infringing content from the Portal, with or without prior notice to the Seller and/or the Buyer.

17. CONFIDENTIALITY

17.1 All Confidential Information and other materials supplied to or received by the Seller and/or the Buyer from Greenathol shall be kept confidential by them unless and to the extent that:
17.1.1. disclosure is required by any Governmental Authorities or stock exchange having jurisdiction over the Seller and/or the Buyer in order to comply with any official directive or guideline; provided however, that the Seller and the Buyer shall promptly notify Greenathol and shall take all steps to limit, as far as reasonably possible, the extent of such disclosure and shall have consulted with Greenathol before making such disclosure;
17.1.2. disclosure is made in confidence on a need to know basis to professional consultants of the Seller and/or the Buyer, provided that each Person to whom such disclosure is made has given an undertaking on the same terms as this Clause; or
17.1.3. such Confidential Information can be demonstrated by the Seller and/or the Buyer to be in the public domain through no breach or default on the part of the Seller and/or the Buyer, and to the extent that it is in the public domain, the confidentiality obligations in this Clause shall cease to apply to such Confidential Information; and in such cases, this obligation shall cease only to the extent required under the respective circumstances.

18. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

18.1 The Seller hereby represents and warrants to Greenathol as under:
18.1.1. it has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement;
18.1.2. the execution of this Agreement by it does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement;
18.1.3. the obligations under this Agreement are valid, binding and enforceable in accordance with their respective terms;
18.1.4. the execution, delivery and performance of this Agreement by it and the matters contemplated hereby does not and will not violate the provisions of any law or any rule made pursuant to any law or any guideline or other requirements or order of any governmental body or regulatory authority (whether or not having the force of law) and that all requirements of any such law, guidelines, requirement or order have been fully complied with and satisfied;
18.1.5. it has and shall maintain all licenses and registrations required for conducting its business and for making available/listing of the Products on the Portal;
18.1.6. it shall not offer the Products listed on the Portal, to any other website/platform or through any other online platform at a price which is less than the price, as listed on the Portal;
18.1.7. that there are no restrictions, hindrances or encumbrances of any nature, which in any manner restrict the performance of the obligations by the Seller under this Agreement;
18.1.8. it shall be responsible for payment of its own Taxes and any Taxes applicable on the Orders placed through the Portal;
18.1.9. it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual property rights, it shall be solely responsible;
18.1.10. there is no litigation, or arbitration proceedings, pending against it, which affects or would affect the performance of Seller’s obligations under this Agreement; and
18.1.11. the content of the Products, the text descriptions, graphics or pictures regarding the Products being uploaded on the Portal and the Product Packaging, shall not be obscene, libelous, defamatory, or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any Person.
18.2 The Buyer hereby represents and warrants to Greenathol and Seller that:
18.2.1. it has the power to enter into, exercise its rights, and perform and comply with its obligations under this Agreement;
18.2.2. the execution of this Agreement by it does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement;
18.2.3. the obligations under this Agreement are valid, binding and enforceable in accordance with their respective terms; and
18.2.4. the execution, delivery and performance of this Agreement by it and the matters contemplated hereby does not and will not violate the provisions of any law or any rule made pursuant to any law or any guideline or other requirements or order of any governmental body or regulatory authority (whether or not having the force of law) and that all requirements of any such law, guidelines, requirement or order have been fully complied with and satisfied.
18.2.5. it has and shall maintain all licenses and registrations required for conducting its business and for placing Order(s) on the Portal;
18.2.6. that there are no restrictions, hindrances or encumbrances of any nature, which in any manner restrict the performance of the obligations by the Buyer under this Agreement;
18.2.7. it shall be responsible for payment of its own Taxes and any Taxes applicable on the Orders placed through the Portal;
18.2.8. it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual property rights, it shall be solely responsible; and
18.2.9. there is no litigation, or arbitration proceedings, pending against it, which affects or would affect the performance of the Buyer’s obligations under this Agreement.

19. CONTACT INFORMATION

Any questions about the terms of this Agreement or the services offered on the Portal, please contact at.
Entity Name: Greenathol Ebiz Private Limited
Registered Office Address: 4TH Floor, D.No. 16/612-1, Gandhi Road – 3, Madanapalle, Chittoor, Andhra Pradesh 517325
Branch Office Address: 607, Surya Kiran Building, Tolstoy Marg, Connaught Place, New Delhi – 11 0001
Grievance Officer: Mr. Sachin Malusare
Email Address: nodalofficer@greenathol.com
Phone Number: 011-46569187
Mobile Number: 9324422202

20. REMEDIES

The Seller and the Buyer acknowledge that any violation of the terms of this Agreement would result in damages to Greenathol which could not be adequately compensated by monetary compensation alone. In the event of any violation by the Seller and/or the Buyer of the terms of this Agreement, including, without limitation, of Greenathol’s Intellectual Property, and confidentiality provisions, in addition to all other remedies available at law and at equity, Greenathol shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure compliance by the Seller and/or the Buyer with the terms of this Agreement.

21. GENERAL

21.1 No failure on the part of Greenathol to exercise, and no delay on the part of Greenathol in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof of the exercise of any other right or remedy. The rights and remedies of Greenathol provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by law or otherwise.
21.2 In the event any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision under this Agreement, and this Agreement shall be interpreted and construed as if such term or provision, to the extent which it is invalid, illegal or unenforceable, had never been contained in this Agreement.
21.3 The Parties hereby agree that Greenathol is entitled to assign all/any of its rights and/or its obligations under this Agreement without seeking consent from the Seller and/or the Buyer. However, the Seller and/or the Buyer shall not be entitled to assign or transfer this Agreement, or any rights or obligations or interest herein, whether in whole or in part, without prior written consent of Greenathol.
21.4 In the event of any conflict or inconsistency between this Agreement and any other document including but not limited to Privacy Policy and End User License Agreement, this Agreement shall prevail.
21.5 Greenathol reserves the right to change the terms of this Agreement at any time for any reasons deemed fit by Greenathol, including but not limited to, improving the existing functions or features of the Portal, adding new functions or features to/on the Portal, technical adjustments to the Portal, ensuring the effectivity of security features of the Portal, and adjustments to the Portal pursuant to any requirements under the Applicable Law. Any changes that we make will become a part of this Agreement when they are posted and as such, You are required to regularly check this page. Greenathol may choose to notify You of any changes to this Agreement by way of push notifications and/or pop-ups and/or e-mails within the Portal. Your continued use of Portal will constitute your agreement to any changes made to this Agreement by Greenathol. If You do not wish to continue using the Portal under the new version of the terms of this Agreement, You may terminate the Agreement by notifying in writing to Greenathol.
21.6 This Agreement is written in the English Language and shall prevail over any translation thereof.

22. GOVERNING LAW AND JURISDICTION

22.1 This Agreement shall be strictly governed by and constructed in accordance with the laws of India and subject to this Clause 22, the courts of New Delhi shall have exclusive jurisdiction over any disputes arising from this Agreement or use of the Portal.
22.2 In the event of any disputes, differences or claims arising in connection with this Agreement, during its subsistence and/or after their termination in any manner whatsoever, including the validity and/or construction and/or interpretation of any of the clauses hereof or anything done or omitted to be done pursuant hereto, the Parties entering into this Agreement shall to the fullest extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations between themselves.
22.3 Any dispute that is not resolved within 30 (thirty) days of the occurrence thereof shall be referred to and finally settled by way of arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time (the “Arbitration Act”). The arbitration shall be conducted by a sole arbitrator appointed in accordance with the Arbitration Act.
22.4 The seat, place and venue of the arbitration proceedings shall be New Delhi and the language of the arbitral proceedings shall be English. All aspects of the arbitration shall be treated as confidential. The law governing this arbitration agreement shall be the law of India.
22.5 The arbitrator shall have the power to grant any legal or equitable remedy or relief available under applicable law, including injunctive relief (whether interim and/ or final) and specific performance. For avoidance of doubt, each party to the dispute shall be entitled to apply to the appropriate court of competent jurisdiction for interim or interlocutory relief in respect of such arbitration.
22.6 The arbitrator shall also have the power to decide on any dispute regarding the validity of this Clause 22.
22.7 During the course of any arbitration under this Clause 22, except for the matters under dispute and subject to any interim reliefs/ orders granted by courts/ or the arbitrator, the Parties entering into this Agreement shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.
22.8 The parties entering into this Agreement shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.
22.9 The arbitrator shall render a written and reasoned award in writing at the earliest and in its award, also, decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration. Any arbitral award or measures ordered by the arbitrator: (a) may be specifically enforced by any court of competent jurisdiction; and (b) shall be final and binding on the parties entering into this Agreement.