Timbukdo Business Services Terms and Agreement (including Refund and Cancellation terms)

General Terms
This Business Services Agreement (“Agreement”) contains the terms and conditions that govern the merchant’s business services on this website of Timbukdo Technologies Pvt Ltd

As used in this Agreement,

“we,”“our,”“us,” and “Timbukdo” means the TimbukdoTechnologies Pvt Ltd named in this Agreement, applicable Terms of Service and Privacy Policy.

“you,” “your,” “yourself” means you, and the business entity that you represent on its behalf.

TimbukDO and You may be hereinafter referred to individually as a “Party” or collectively as “Parties.”

The capitalized terms have the meanings listed in the Definitions given here below. If there is any conflict between this Agreement and the applicable Terms of Service and / or any other documentation, this Agreement shall prevail over the others and govern.

THIS AGREEMENT IS BETWEEN TIMBUKDO AND YOU (COLLECTIVELY INCLUDES YOU, AND THE BUSINESS ENTITY THAT YOU REPRESENT ON ITS BEHALF). THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT SHALL GOVERN YOUR ACCESS TO, USE, PROVIDE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS REGISTERED ON OUR WEBSITE. BY REGISTERING FOR OR USING OR PROVIDING EACH OF THE SERVICES THROUGH OUR WEBSITE OR IN CONNECTION THEREWITH, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING OUR GENERAL TERMS OF SERVICE AND PRIVACY POLICY AND OTHER DOCUMENTATION MADE AVAILABLE IN THIS WEBSITE IF ANY.

1.Enrolment
To complete the enrolment with Us, You must complete the registration process for one or more of the Services that you may provide through Our Website. The usage of the Services is limited to the parties that can lawfully enter into and form contracts under applicable laws of India. For enrolment with Us, you must provide Us with Your (or your business’) legal name, address, phone number, e-mail address, applicable tax registration details and any other information that we may request in the registration application form. Any personal data you provide to us will be managed in accordance with TimbukDO’s Privacy Notice.

Service Fee Payments
The Service Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement unless this Agreement or the applicable Service Terms provide otherwise.

For the TimbukDO Site that you register for or use a Service in connection with, we may require you to provide valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the TimbukDO Site, “Your Bank Account”) You shall use only a name you are authorized to use in connection with the Service and shall ensure that such information at all times remains accurate and complete.. At TimbukDO’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that TimbukDO shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the TimbukDO Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

Note: Payment gateway charges are extra if any

Rate mentioned are strictly inaugural offer and subjected to change in few months

1. Term and Termination 

The term of this Agreement will start on the date of your Enrolment completion for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via email, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice.

We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (07) days of our cure notice to you. If your breach exposes us to any liability towards a third party, in such case we are entitled to reduce, or waive, the aforementioned cure period solely at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for any deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or TimbukDO’s legitimate interest.

We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you shall remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and the Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,15 and any other sections that reasonably qualify by its inherent nature of these General Terms shall survive.

Licence 
By enrolling with Us, You hereby agree and grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable laws to use any and all of Your Materials for the Services. However we will not alter any of Your Trademarks from the form provided by you except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same and will comply with your removal requests as to specific uses of Your Materials if you are unable to do so using our standard functionality made available to you on our Website. Notwithstanding the foregoing, nothing in this Agreement shall prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable lawssuch as the fair use under copyright law, referential use under trademark law, or valid licence from a third party or any other similar use.

TimbukDO retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable policies of TimbukDO.

Representations 
The Parties hereto, represents and warrantsthat: (a) if it is a business, it is duly organized, legally competent, validly existing under the applicable laws of India and the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable laws including but not limited to employment and labour laws, procuring and maintaining applicable tax registrations in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, or other applicable government authority.

Indemnification 
6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by You, Your Products including the offer, sale, refund, cancellation, adjustments, or return thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death  or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.

6.2 TimbukDO’s indemnification obligations. TimbukDO will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) TimbukDO’s non-compliance with applicable laws; or (b) allegations that the operation of TimbukDO’s Website infringes or misappropriates that third party’s intellectual property rights.

6.3 Process. We may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our cost, If any indemnified Claim might adversely affect us. No party shall consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, and such consent shall not be unreasonably withheld. Notwithstanding the foregoing, a party that is exclusively affected may settle any claim that is exclusively directed at it.

Disclaimer 
THE TIMBUKDO SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU ACCESS THE TIMBUKDO SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY TIMBUKDO TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TIMBUKDO SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
BECAUSE TIMBUKDO IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS, BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE TIMBUKDO (ITS DIRECTORS, OFFICERS, EMPLOYEES AND ITS AGENTS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Limitation of Liability 
TIMBUKDO WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF TIMBUKDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTHS PERIOD PAID BY YOU TO TIMBUKDO IN CONNECTION WITH THE PARTICULAR SERVICE AND THE TIMBUKDO SITE GIVING RISE TO THE CLAIM.

Taxes 
You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses, or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. TimbukDO is not responsible for collecting, remitting, or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making, and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, TimbukDO will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against TimbukDO.

If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the TimbukDO Site.In case of any discrepancy in the reporting / returns filed by you and TimbukDO, you agree that you will resolve such discrepancy promptly and indemnify TimbukDO against any tax, interest, and penalty payable in this regard.

Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and thereafter: (a) all Confidential Information will remain TimbukDO’s exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. However, your right to share Confidential Information with a statutory authority that has jurisdiction over you is not restricted, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the statutory authority. You shall not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You shall only use the TimbukDO Mark as we may define in our written permission and not otherwise.

You shall not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Youshall not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential in perpetuity.

Force Majeure 
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.

Relationship of Parties 
You and We are independent contractors working on principal-to-principal basis, and nothing in this Agreement shall be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You shall not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

Modification 
We will provide at least 15 days’ advance notice in accordance with Section 16 for changes to the Agreement.

Notwithstanding anything mentioned to the contrary herein, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.

Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section

3. Password Security 
Any password we provide to you shall be used only during the Term to access Your Account to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You shall not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. TimbukDO will deem it that all the transactions made in Your account are performed by You and Your authorized users.

Miscellaneous 
Grievance Cell: Dispute Resolution, Jurisdiction and Governing Laws. This Agreement, use or any issues arising out of any activity regarding the use of this Site shall be redressed by the TimbukDO Grievance Cell (“TGC”). TGC will redress the concerns, disputes raised by You and endeavour to resolve it amicably in accordance with the applicable laws of India.

Assignment. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to TimbukDO, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for TimbukDO as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.

Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

Statutory / Regulatory Disclosures
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.

Notice. TimbukDO will provide notice to you under this Agreement by posting changes by sending you an email notification, or by similar means. You must send all notices and other communications relating to TimbukDO to our email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. You may change your e-mail addresses or phone numbers via Your Account. You shall update these details (including your legal name and address) as often as necessary to ensure that they are accurate.

Severability
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.

Entire Agreement
This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions
As used in this Agreement, the following terms have the following meanings:

“Business Days” means any day of the week (excluding Saturdays, Sundays, and public holidays) on which commercial banks are open for business in India.

“Confidential Information” means information relating to us, to the Services or TimbukDO customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

“Content” means copyrightable works and other content protected under applicable Laws.

“Excluded Products” means any products or other items set forth in the excluded products list for the TimbukDO Site or any other TimbukDOproduct policy that applies to your use of a Service, and any other products or other items that in TimbukDO’s sole discretion are not supported for a Service.

“Intellectual Property Rights” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation, or infringement of any of the foregoing.

“Local Currency” means Indian Rupees (INR).

“Order Information” means, with respect to any of Your Products sold through the TimbukDO Site, the order information and shipping information that we provide or make available to you.

“Person” means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Purchase Price” means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).

“Sales Proceeds” means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes, and customs duties.

“”Service” means each of the following services that TimbukDO makes available on or in connection with the TimbukDO Site: the Selling on TimbukDO Service, and TimbukDO Advertising.

“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

“TimbukDO Site” means www.TimbukDO.in.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.

“Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which TimbukDO may make available to you, for your use in managing your orders, inventory and presence on the TimbukDO Site.

“Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to TimbukDO.

“Your Product” means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on TimbukDO Service and/ or otherwise processed through TimbukDO Service in connection with Your Account, or made available for advertising by you through TimbukDO Advertising.

“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.

“Your Taxes” means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.

“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

“Your Transaction” means any sale of Your Product(s) through the TimbukDO Site.

Selling on TimbukDO- Service Terms
The selling on TimbukDO is a Service that allows you to list products for sale directly via the TimbukDO Site. These selling on TimbukDO Service Terms are part of the TimbukDO Business Services Agreement but, unless specifically provided otherwise, concern and apply only to your participation in selling on TimbukDO. BY REGISTERING FOR OR USING SELLING ON TIMBUKDO, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SERVICES AGREEMENT AND THESE SELLING ON TIMBUKDO SERVICE TERMS. Unless defined in these selling on TimbukDO Service Terms (including the Selling on TimbukDO Definitions), all capitalized terms have the meanings given them in the Business Services Agreement.

1 Your Product Listings and Orders 

1.1 Products and Product Information
You will, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the TimbukDO Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the TimbukDO Site comply with all applicable Laws (including all marking and labelling requirements) and do not contain any sexually explicit, defamatory, or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the TimbukDO Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the TimbukDO Site. For each item you list on the TimbukDO Site, you will provide to us the state or country from which the item ships.

1.2 Product Listing; Merchandising; Order Processing. We will allow you to list Your Products for sale on the TimbukDO Site in the applicable product categories which are supported for third party sellers generally on the TimbukDO Site on the applicable Selling on TimbukDO, in accordance with the Business ServicesAgreement.TimbukDO reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the TimbukDO Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the TimbukDO Site and TimbukDO may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.

1.3 Shipping and Handling Charges. For Seller-Delivered Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the TimbukDO Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For TimbukDO-Delivered Products, shipping will be handled by TimbukDOappointed logistics partner and it will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Delivery by TimbukDO Service Terms.

1.4 Credit Card Fraud. We will not bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and you will bear all the risk of fraud or loss; we will not bear the risk of credit card fraud in connection with any Seller-Delivered Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.

Sale and Delivery, Refunds and Returns
2.1 Sale and Fulfilment. For the TimbukDO Site on which you decide to register or use the Selling on TimbukDO Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Delivered Products, and source and sell your TimbukDO-Delivered Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the TimbukDO Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the TimbukDO Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to TimbukDO information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For TimbukDO-Delivered Products, if any, the Delivery by TimbukDO Service Terms will apply to the storage, and delivery of such TimbukDO-Delivered Products.

2.2 Returns, Exchange, Refunds. For all of Your Products that are not delivered by TimbukDO, you will accept, and process returns, refunds and adjustments in accordance with these Service Terms and the TimbukDO Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You shall provide full refund and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject the terms of this Business Solutions Agreement. You will route all such payments through TimbukDO. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are delivered by TimbukDO, the TimbukDO Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable TimbukDO Refund Policies and as required by Law, and in no case later than forty-eight (48) hours following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.

For the sake of clarity: Any return, refund or exchange will be allowed within forty-eight (48) hours of product delivery. Product returns will be allowed on the basis of quality, damage, description mismatch, or wrong product delivery. Product exchange on the basis of color and/or size will be allowed.

Problems with Your Products 
3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the delivery of Your Products, except to the extent caused by our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the foregoing, for TimbukDO-Delivered Products, if any, the Delivery by TimbukDO Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

3.2 Product Representation & Warranty.Irrespective of whether You are the manufacturer or reseller of Your Products made available in our Website for sale, You shall be accountable for all Your Product’s representations, expressed and implied warranties and applicable guarantees.

Compensation 
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on TimbukDO Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on TimbukDO Subscription Fee” means the fee specified as such on the Selling on TimbukDO Fee Schedule for the TimbukDO Site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Closing Fees” means the applicable fee, if any, as specified in the Selling on TimbukDO Fee Schedule for the TimbukDO Site; and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the TimbukDO Site specified on the Selling on TimbukDO Fee Schedule for the TimbukDO Site at the time of Your Transaction, based on the categorization by TimbukDO of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of TimbukDO-Delivered Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

All taxes or surcharges imposed on fees payable by you to TimbukDO will be your responsibility.

5 Sales Proceeds & Refunds. 
5.1. Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the “Nodal Account”) in accordance with the notification issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediariesfrom time to time. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.

Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve”). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.

5.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us, and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for TimbukDO Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.

“Designated Day” means any particular Business Day of the week designated by TimbukDO on a weekly basis, in its sole discretion, for making remittances to you.

“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.

“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on TimbukDO Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the TimbukDO Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed as per this Agreement (including fee payable under the FBA Fee Schedule for TimbukDO Site), if applicable; and (h)tax collected at source under applicable Law.

S-5.3. In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure”), you irrevocably assign to us all your rights, title, and interest in and associated with that Payment Failure.

TimbukDO’s Marketplace, Websites and Services 
TimbukDO has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection, and any product or listing on the TimbukDO Site, and all aspects of each Service, including your use of the same. TimbukDO may assign any of these rights or delegate any of its responsibilities.

Tax Matters 
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of all applicable taxes including GST customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise agreed by TimbukDO in advance in writing.All payments by TimbukDO to you shall be made subject to applicable withholding taxes under applicable Governing Laws. TimbukDO will retain, in addition to its net fees together with any applicable taxes that TimbukDO determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to TimbukDO.You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. TimbukDO shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. TimbukDO will have right to reject the claim if the claimed amount does not match with service fees invoices. TimbukDO shall maintain the right to recover any excessive claims paid to you.TimbukDO has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case TimbukDO successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.

Selling on TimbukDO Definitions

“TimbukDO-Delivered Products” means any of Your Products that are delivered using TimbukDO Service.

“TimbukDO Refund Policies” means the return and refund policies published on the TimbukDO Site.

“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the TimbukDO Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that TimbukDO designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.

“Refund Administration Fee” means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.

“Required Product Information” means, with respect to each of Your Products in connection with the TimbukDO Site, the following: (a) description; (b) SKU and EAN/UPC numbers and other identifying information as TimbukDO may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by TimbukDO from time to time); (d) categorization within each TimbukDO product category and browse structure as prescribed by TimbukDO from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any TimbukDO published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).

“Seller-Delivered Products” means any of Your Products that are not delivered by TimbukDO Service.

“Selling on TimbukDO Launch Date” means the date on which we first list one of Your Products for sale on the TimbukDO Site.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier, or character string, which contains or incorporates any top-level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on TimbukDO only.

Delivery by TimbukDO Service Terms
Delivery by TimbukDO provides delivery and associated services for Your Products.

These Delivery by TimbukDOService Terms are part of the TimbukDO Services Business Services Agreement. BY REGISTERING FOR OR USING Delivery by TimbukDO Service, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SERVICES AGREEMENT AND THESE Delivery by TimbukDO SERVICE TERMS. Unless defined in these Delivery by TimbukDO Service Terms, all capitalized terms are as defined in the Business Services Agreement.

Your Products 
Once you are accepted into Delivery by TimbukDO Service, you must apply to register each product you sell that you wish to include in the Delivery by TimbukDO Service program in connection with the TimbukDO Site. You may not include any product in the Delivery by TimbukDO Service program which is a Delivery by TimbukDO Service Excluded Product for the TimbukDO Site you wish to register Your Product with. We may refuse registration in Delivery by TimbukDO Service of any product in connection with the TimbukDO Site, including on the basis that it is a Delivery by TimbukDO Service Excluded Product or that it violates applicable product policies. You may at any time withdraw registration of any of Your Products from Delivery by TimbukDO Service in connection with the TimbukDO Site.

Product and Shipping Information 
You will, provide in the format we require accurate and complete information about Your Products registered in Delivery by TimbukDO Service (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

Shipping to TimbukDO
3.1. For the TimbukDO Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to the customer directly through TimbukDO’s logistics partner in accordance with applicable product policy for the TimbukDO Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight “C.I.P. (Carriage and Insurance Paid) Destination”; and (c) all Units comply with TimbukDO’s labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and TimbukDO will not pay any shipping costs except as provided in Section F-3.2. You are responsible for payment of all duties, custom duty, taxes, and other charges.

3.2. You will not deliver to customer any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to TimbukDO, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within forty-eight (48) hours after we notify you that we are in possession of it.  In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.

Storage 
TimbukDO do not provide any storage facility or inventory management of Your Products in its premises. Upon the order confirmation, You shall keep the order ready for delivery as per the packaging terms. Our logistics partner will pick it up from the pickup point and deliver it as per the instructions.

• Fulfilment 
  We will ship Units through our logistics partner from the  inventory of Your Products in connection with the TimbukDO Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants. Customer Returns & Services
  We will receive and process returns of any orders placed in our Website in accordance with the terms of this Agreement, these Delivery by TimbukDO ServiceTerms, and the product policiesof the TimbukDO Site. You shall be responsible for all applicable tax obligations including but not limited to sales, service and goods and services taxes as result of any returns.You shall be responsible for all the applicable ‘after-sale’ service requests, queries, clarifications, warranty, and documentation relating to the sale and delivery. Any inquiry raised by the customer to TimbukDO shall be passed on to You and You shall respond to the customer promptly within reasonable turnaround time. Packaging 
  All Your Products sold through our Website shall have the appropriate labelling as per the applicable laws comprising the maximum retail price, product code, product information, customer service contact details, details of the manufacturer, reseller as the case may be. 

   

  1.Release

  You hereby, on behalf of yourself and your successors, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties”), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge TimbukDO, and any and all of their predecessors, successors, and affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses”) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.

  Disclaimer 
  IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.

  Additional Representation 
  In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these Service Terms; (b) you will deliver all Units to customer in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).

  Delivery by TimbukDO Service Definitions

  ” Delivery by TimbukDO Service Excluded Product” means, with respect to the TimbukDO Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by our polices for the TimbukDO Site.

  “Sellable Unit” means a Unit that is not an Unsuitable Unit.

  “Seller Agreement” means the Selling on TimbukDO Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by TimbukDO) between you and us that permits you to list and sell products via the TimbukDO Site.

  “Shipping Information” means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.

  “Unit” means a unit of Your Product that you deliver to TimbukDO in connection with the FBA Program in connection with the TimbukDO Site.

  “Unsuitable Unit” means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with TimbukDO before shipment or do not match the product that was registered; (c) that is an FBA Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms); or (d) that TimbukDO determines is otherwise unsuitable.

  TimbukDO Advertising Service Terms
  The TimbukDO Advertising Service Terms govern your use of TimbukDO Advertising, a Service that allows you to advertise your products. The TimbukDO Advertising Service Terms apply to your use of the Ad Services.

  Your use of the Ad Services (as defined in the TimbukDO Advertising Agreement) is governed by the TimbukDO Advertising Agreement. You accept the TimbukDO Advertising Agreement, which may be updated from time to time by TimbukDO in accordance with its terms. The TimbukDO Advertising Agreement is available at https://advertising.TimbukDO.in/terms. In the event of any conflict between the General Terms and the TimbukDO Advertising Agreement with respect to the Ad Services, the TimbukDO Advertising Agreement will prevail to the extent of the conflict. If the TimbukDO Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.

  Selling Partner API Terms
  Description of the Selling Partner APIs.
  The “Selling Partner APIs” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access TimbukDO Transaction Information and your Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop software or a website that interfaces with the Selling Partner APIs or the API Materials (an “Application”), you must register as a Developer.We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner APIs solely for the purpose of supporting your business on TimbukDO. All terms and conditions applicable to the Selling Partner APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open-source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.

  License and Related Requirements
  Generally. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner APIs or the API Materials (the “Selling Partner API Specifications”), and our internal data centre facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner APIs or the API Materials (the “TimbukDO Network”).

  License Restrictions.You may authorize Developers to access your Materials through the Selling Partner APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties.  The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner APIs.

  No License for Direct Access.For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner APIs may only be licensed to Developers.

  Account Identifiers and Credentials.You must use the account IDs and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner APIs (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on your behalf. You may only authorize access to TimbukDO Transaction Information and Your Materials via the Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.

  Security of Your Materials.You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).

  Termination
  Termination of Your Access to the Selling Partner APIs and the API Materials. Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and the API Materials may harm our customers.Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the TimbukDO Network for the purposes of the Selling Partner APIs and the API Materials.

  Modifications to the Selling Partner APIs and the API Materials.
  We may change or discontinue the Selling Partner APIs or the API Materials (including by changing or removing features or functionality of the Selling Partner APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.

  Disclaimers
  THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED “AS IS”. WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR