Terms and Conditions: Business Associate – Retailer Partnership

These Terms and Conditions govern the relationship between Anantriksh (A brand by Goodeals E-Shop Pvt. Ltd.) (Platform), a company incorporated under the laws of India, and Business Associate (Retailer), an individual or entity operating retail stores. By participating in the Platform’s program, the Retailer agrees to be bound by these terms.

1. Purpose of the Agreement

The Platform aims to enhance its customers’ shopping experience by displaying advertisements for the Retailer’s products and allowing Platform customers to purchase these products from the Retailer’s physical stores using the Platform’s proprietary digital token, “Infinity Coins.” The Retailer agrees to accept Infinity Coins as a valid form of payment for transactions initiated through the Platform’s advertising.

2. Retailer Onboarding and Advertising

  • 2.1 Information Provision: The Retailer agrees to provide accurate and complete information about their business, including but not limited to store locations, operating hours, product inventory, and pricing, as requested by the Platform for the purpose of creating advertisements.
  • 2.2 Ad Content and Approval: The Platform will create advertisements featuring the Retailer’s products. The Retailer warrants that all information provided for advertising is accurate, not misleading, and does not infringe on any third-party rights.
  • 2.3 Ad Placement: The Platform reserves the right to determine the placement, prominence, and frequency of the Retailer’s advertisements on its site.
  • 2.4 Updates: The Retailer is responsible for promptly updating the Platform with any changes to their business information, product availability, or pricing to ensure the accuracy of the advertisements.

3. Infinity Coin Transactions

  • 3.1 Acceptance of Infinity Coins: The Retailer unequivocally agrees to accept Infinity Coins as token for purchases made by Platform customers who present a valid Infinity Coin voucher or equivalent digital proof of purchase at the Retailer’s physical store(s).
  • 3.2 Infinity Coin Value: The exchange rate of Infinity Coins to Indian Rupees (INR) will be determined solely by the Platform and communicated to the Retailer. The Platform reserves the right to modify this exchange rate with reasonable prior notice to the Retailer.
  • 3.3 Transaction Verification: The Retailer shall implement and adhere to the Platform’s specified procedures for verifying the authenticity and validity of Infinity Coin transactions at the point of sale. This may include, but is not limited to, scanning QR codes, entering unique transaction IDs, or using a dedicated Platform-provided device or application.
  • 3.4 Settlement: The Platform will settle the INR equivalent of the Infinity Coin transactions with the Retailer according to the agreed-upon settlement schedule and method. The Platform may deduct any applicable service fees or commissions before settlement.
  • 3.5 Refunds and Returns: In the event of a customer return or refund for a purchase made with Infinity Coins, the Retailer shall process the refund in accordance with their standard return policy. The Platform will then handle the corresponding Infinity Coin adjustment with the customer. The Retailer agrees to cooperate with the Platform in resolving any disputes related to Infinity Coin transactions, refunds, or returns.

4. Fees and Payment

  • 4.1 Platform Fees: The Platform will not charge the Retailer any fees for transactions completed using Infinity Coins or for displaying advertisements at this time. If the Platform decides to start charging any such fees, this will be clearly communicated to the Retailer in advance.
  • 4.2 Payment Terms: Funds from Infinity Coin transactions will be settled to the retailer’s designated bank account according to the agreed-upon payment schedule, typically monthly, which may change based on newly agreed terms.

5. Marketing and Promotion

  • 5.1 Joint Promotion: Both the Platform and the Retailer agree to cooperate in marketing and promotional activities aimed at increasing awareness and usage of the Infinity Coin program and driving traffic to the Retailer’s stores.
  • 5.2 Use of Logos: The Retailer grants the Platform a non-exclusive, royalty-free license to use its name, logo, and trademarks for the purpose of advertising and promoting the Retailer on the Platform. The Platform grants the Retailer a non-exclusive, royalty-free license to use the Platform’s name and logo solely for the purpose of indicating acceptance of Infinity Coins and promoting the partnership within their physical stores and marketing materials, subject to the Platform’s brand guidelines.

6. Data Privacy and Security

  • 6.1 Data Sharing: The parties agree to comply with all applicable data protection laws in India. Any sharing of customer data will be strictly limited to what is necessary for the performance of this Agreement and in accordance with the Platform’s Privacy Policy.
  • 6.2 Data Security: Both parties shall implement appropriate technical and organizational measures to protect any shared data against unauthorized access, disclosure, alteration, or destruction.

7. Intellectual Property

  • 7.1 Ownership: All intellectual property rights related to the Platform, including but not limited to its software, website, mobile application, and Infinity Coins, remain the sole property of the Platform.
  • 7.2 Retailer Content: The Retailer retains all intellectual property rights in their product descriptions, images, logos, and trademarks provided to the Platform.

8. Term and Termination

  • 8.1 Term: This Agreement shall commence on the date of the Retailer’s acceptance and continue until terminated by either party.
  • 8.2 Termination for Convenience: Either party may terminate this Agreement for convenience by providing 15 days’ written notice to the other party.
  • 8.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 7 days of receiving written notice thereof.
  • 8.4 Effect of Termination: Upon termination, the Retailer shall cease displaying any Platform-related materials and accepting Infinity Coins. The Platform will cease displaying advertisements for the Retailer. Any outstanding settlements will be processed in accordance with the terms herein.

9. Representations and Warranties

  • 9.1 Mutual Warranties: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
  • 9.2 Retailer Warranties: The Retailer warrants that all products sold through the program are of merchantable quality, fit for their intended purpose, and comply with all applicable laws and regulations.

10. Indemnification

The Retailer agrees to indemnify, defend, and hold harmless the Platform, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to: (a) the Retailer’s breach of this Agreement; (b) any misrepresentation or fraud by the Retailer; (c) any claims related to products sold by the Retailer; or (d) the Retailer’s gross negligence or willful misconduct.

11. Limitation of Liability

In no event shall the Platform be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with this Agreement, even if the Platform has been advised of the possibility of such damages. The Platform’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Retailer to the Platform in the twelve (12) months preceding the event giving rise to the liability.

12. Governing Law and Dispute Resolution

  • 12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
  • 12.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be first attempted to be resolved amicably through good faith negotiations between the parties. If an amicable resolution is not reached within 30 days, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Silvassa, Dadra and Nagar Haveli and Daman and Diu, India. The language of the arbitration shall be English.

13. General Provisions

  • 13.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
  • 13.2 Amendments: This Agreement may only be amended or modified in writing, signed by authorized representatives of both parties.
  • 13.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • 13.4 Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
  • 13.5 Force Majeure: Neither party shall be liable for any delay or failure in performance hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
  • 13.6 Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail or courier service, or sent by email to the addresses specified by each party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Anantriksh – A brand by Goodeals E-Shop Pvt. Ltd.

Anantriksh

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