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TERMS AND CONDITIONS
TERMS AND CONDITIONS
1. Application and Acceptance of the Terms
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
1.Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Inkocean.in, or (b) you are not permitted to receive any Services under the laws India.
1.3 You acknowledge and agree that Inkocean.in may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 If Inkocean.in has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Site.
1.5 You may be required to enter into a separate agreement, whether online or offline, with Inkocean.in or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of Inkocean.in.
2. Provision of Services
2.1 The Inkocean.in contracting entity that you are contracting with is Inkocean technologies pvt ltd.
2.2 You must register as a member on the Site in order to access and use some Services. Further, Inkocean.in reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Inkocean.in may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Inkocean.in may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Inkocean.in may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.5 Some Services may be provided by Inkocean.in’s affiliates on behalf of Inkocean.in.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Inkocean.in, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Inkocean.in is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.4 Inkocean.in may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web site. You are cautioned to read such web site' terms and conditions and/or privacy policies before using the Site. You acknowledge that Inkocean.in has no control over such third parties' web site, does not monitor such web site, and shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Inkocean.in and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Inkocean.in’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to Inkocean.in or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Inkocean.in to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site, the provision of any Services and/or the business of the User. You confirm and warrant to Inkocean.in that you have all the rights, power and authority necessary to grant the above license.
4. Member Accounts
4.1 User must be registered on the Site to access or use some Services (a registered User is also referred to as a “Member” below). Except with Inkocean.in’s approval, one User may only register one member account on the Site. Inkocean.in may cancel or terminate a User’s member account if Inkocean.in has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, Inkocean.in may reject User’s application for registration for any reason.
4.2 Upon registration on the Site, Inkocean.in shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify Inkocean.in immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Inkocean.in or other Users of the Site. Member shall indemnify Inkocean.in, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Inkocean.in shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Site and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Site or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Site which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall:
a) carry on your activities on the Site in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Site in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Site to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Inkocean.in’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by Inkocean.in and/or any user of the Site or gain unauthorized access to such data, systems or networks;
k) not engage in any activities that would otherwise create any liability for Inkocean.in or our affiliates.
5.7 Member may not use the Services and member account to engage in activities which are identical or similar to Inkocean.in’s e-commerce marketplace business.
5.8 If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Inkocean.in’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Inkocean.in shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Member acknowledges and agrees that Inkocean.in shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. Inkocean.in does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.11 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1 Inkocean.in reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject Inkocean.in or our affiliates to liability, or is otherwise found inappropriate in Inkocean.in’s opinion.
6.2 If any Member breaches any Terms or if Inkocean.in has reasonable grounds to believe that any Member is in breach of any the Terms, Inkocean.in shall have the right to impose a penalty against the Member, or suspend or terminate the Member’s account or subscription of any Service without any liability to the Member. Inkocean.in shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by Inkocean.in. The penalties that Inkocean.in may impose include, among others, warning, removing any product listing or other User Content that the Member has submitted, posted or displayed, imposing restrictions on the number of product listings that the Member may post or display, or imposing restrictions on the Member’s use of any features or functions of any Service for such period as Inkocean.in may consider appropriate in our sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) Inkocean.in has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
b) Inkocean.in has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
c) Inkocean.in believes that the Member’s actions may cause financial loss or legal liability to Inkocean.in or our affiliates or any other Users.
6.4 Inkocean.in reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Inkocean.in may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Inkocean.in shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Inkocean.in for such disclosure.
6.5 If a Member is in breach of the Terms, Inkocean.in also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Inkocean.in also reserves the right to disclose the records of such breach to our affiliates . Such Inkocean.in affiliates may impose limitation on, suspend or terminate the Member’s use of all or part of the services provided by such affiliates to the Member, take other remedial actions, and publish the records about the Member’s breach of the Terms on the website operated by or controlled by such Inkocean.in affiliates.
6.6 Inkocean.in may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Site without being liable to the Member if Inkocean.in has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Inkocean.in and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Inkocean.in shall have the right to publish the records of such breach on the Site. Inkocean.in shall not be required to investigate such breach or request confirmation from the Member.
6.7 Each Member agrees to indemnify Inkocean.in, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Site or Services, or from your breach of the Terms.
6.8 Each Member further agrees that Inkocean.in is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Inkocean.in reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Inkocean.in in asserting any available defenses.
7. Transactions Between Buyers and Sellers
7.1 Through the Site, Inkocean.in provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. Inkocean.in additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site subject to the terms of theInkocean.in Transaction Services Agreement. However, for any Services, Inkocean.in does not represent either the seller or the buyer in specific transactions. Inkocean.in does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Inkocean.in uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Site. However, because user verification on the Internet is difficult, Inkocean.in cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each User agrees that Inkocean.in shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.4 User agrees to provide all information and materials as may be reasonably required by Inkocean.in in connection with your transactions conducted on, through or as a result of use of the Site or Services. Inkocean.in has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
8. Limitation of Liability
8.1 THE SERVICES PROVIDED BY INKOCEAN.in ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND INKOCEAN.in HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INKOCEAN SHALL CONSIDER 48 HOURS REPORTING TIME AFTER DELIVERY FOR DEFECTIVE ITEMS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE SUBJECTED TO COMPANIES FINAL DECISION FOR SETTELMENT.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, INKOCEAN.in MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; INKOCEAN.in DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND INKOCEAN.in MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to Inkocean.in’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Inkocean.in or through or from the Site shall create any warranty not expressly stated herein.
8.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Inkocean.in and our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and save Inkocean.in, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site or Services (including but not limited to the display of such User's information on the Site) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Inkocean.in, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Inkocean.in, including but not limited to those set forth in Section 5 hereunder.
8.6 Each User hereby further agrees to indemnify and save Inkocean.in, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that Inkocean.in is not responsible and shall have no liability to you, for any material posted by others; including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Inkocean.in reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Inkocean.in in asserting any available defenses.
8.7 Inkocean.in shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the Site or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site;
c) unauthorized access by third parties to data or private information of any User;
d) statements or conduct of any User of the Site; or;
e) any matters relating to Services however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Inkocean.in, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Inkocean.in or our affiliates during the calendar year and (b) HK$1,000. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or Services must be filed within one (1) year from the date the cause of action arose.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Inkocean.in has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
9.1 Under no circumstances shall Inkocean.in be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10. Intellectual Property Rights
10.1 Inkocean.in is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Inkocean.in, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Inkocean.in are hereby reserved.
10.2 "INKOCEAN.in" and related icons and logos are registered trademarks or trademarks or service marks of Inkocean.in,
10.3 Inkocean.in may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
12. General Provisions
12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Inkocean.in with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 Inkocean.in and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.5 Inkocean.in’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Inkocean.in’s right to act with respect to subsequent or similar breaches.
12.6 Inkocean.in shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Inkocean.in). You may not assign, in whole or part, the Terms to any person or entity.
12.7 The Terms shall be governed by the laws of Hong Kong without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of India.
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MERCHANT, INC. (DBA INKOCEAN.IN)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in InkOcean.in's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the InkOcean.in web site. Please note that throughout this Agreement, "we," "us," and "our" refer to InkOcean.in, and "you," "your," and "yours" refer to the affiliate.
- Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are InkOcean.in or any other affiliated business.
2.2. As a member of InkOcean.in's Affiliate Program, Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the InkOcean.in web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. InkOcean.in reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
- InkOcean.in Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the InkOcean.in Affiliate Program.
3.2. InkOcean.in reserves the right to terminate this Agreement and your participation in the InkOcean.in Affiliate Program immediately and without notice to you should you commit fraud in your use of the InkOcean.in Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, InkOcean.in shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and InkOcean.in's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in InkOcean.in's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
InkOcean.in uses a third party to handle all of the tracking and payment. Kindly review the network’s payment terms and conditions.
- Access to Affiliate Account Interface
You will create a password so that you may enter secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
- Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions InkOcean.in could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by InkOcean.in. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote InkOcean.in so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote InkOcean.in so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from InkOcean.in. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the InkOcean.in Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as InkOcean.in, merchant, www.merchant, www.InkOcean.in, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any InkOcean.in’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open InkOcean.in’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of InkOcean.in's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of InkOcean.in and the good will associated therewith will inure to the sole benefit of InkOcean.in.
A9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
INKOCEAN.IN MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING INKOCEAN.IN SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF INKOCEAN.IN ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL INKOCEAN.IN'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless InkOcean.in, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and InkOcean.in. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.