MEGABOOKLET PVT. LTD. (MPL) as the Service Provider is providing a Web Portal on an electronic software system which would serve as an electronic platform serving as online building material directory. And Whereas the EXHIBITOR intends to avail the services of MPL by listing/showcasing their materials and products on the portal of MPL where in the EXHIBITOR can post the images and other details of its products to showcase their products online. And whereas both the MPL and EXHIBITOR desire to enter into this agreement on the following terms and conditions mutually agreed upon between the Parties.
1. Competencies to Contract: The Parties confirms:
a. That they are duly authorized to consent to these terms and conditions on behalf of their respective companies/Firms/Entities/Corporations;
b. That they can form legally binding contracts under the applicable laws;
c. That they have the right to grant the intellectual and informational property rights at issue under this agreement, and that such grants do not infringe the rights of any third party.
2. Good Faith and Fair Dealing: EXHIBITOR hereby agrees to act in accordance with the principles of good faith and fair dealing while member of “Web Portal”. MPL reserves the right to investigate any allegation or evidence of any EXHIBITOR's failure to abide by the principles of good faith and fair dealing in connection with its use of the “Web Portal”, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles.
3. Information posted on the Portal: The “Web Portal” may contain news and information published by various third parties, some of which may contain facts, views, opinions, analysis and recommendations of individuals and organizations deemed of interest. MPL does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse these views, opinions, analysis, or recommendations. EXHIBITOR assumes sole responsibility and risk for use of such content. The “Web Portal” may contain links to third party websites not under the control or operation of the MPL. The Parties agree that MPL provides links only as a convenience and does not endorse, and is not responsible for the contents of, any site linked to its “Web Portal”. EXHIBITOR assumes sole responsibility and risk for use of such third party links. The Parties further agree that EXHIBITOR postings to the Portal are the sole responsibility of the EXHIBITORonly and MPL has no obligation to monitor Portal contents or third party links on such linked Third Party Websites and MPL expressly disclaims any responsibility to filter any such content. However, MPL reserves the right to take any action with respect to information posted on the “Web Portal” that MPL deems inappropriate in its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of EXHIBITOR's rights of use of “Web Portal”. The EXHIBITOR confirms that the EXHIBITOR is solely responsible, which is inclusive but not limited to, for pricing and payment realization of the product posted on the “Web Portal”, details, availability and quality of the products, replacement of the products which are defective or malfunctioning, deciding the mode of payment, Mode of delivery, delivery charges ,delivery time of the products posted on “Web Portal” , The EXHIBITOR further confirm that all the information posted on the “Web Portal” by the EXHIBITOR is complete, true, accurate and not misleading to best of its knowledge and the product description and their respective images are not deceptive. The EXHIBITOR is solely responsible for any mismatch between product categories and quantity selected by any of its buyer and the respective delivery made by the EXHIBITOR, the Post-delivery supports and installation, if any, for the products posted on the “Web Portal”. The EXHIBITOR is also solely responsible for any dispute with related to inclusive but not limited to product’s quality, warranty etc. posted by him on the “Web Portal” and sold to the buyer.
The EXHIBITOR further agrees that it shall not post information on the “Web Portal” that is, or offer Products or services for sale that are:
In addition, EXHIBITOR may not link directly or indirectly to, or include descriptions of, Products
a. that are prohibited by this Usage Agreement or
b. to which the EXHIBITOR does not have the right to link or include. EXHIBITOR must obtain the MPL's express permission to link “Web Portal” to their web sites. Furthermore, EXHIBITOR should not sell through the Web Portal any Product or service that could cause MPL to violate any applicable law, statute, ordinance, or regulation of any jurisdiction.
4. Protection of data provided by EXHIBITOR: The EXHIBITOR agrees that MPL has no liability to protect any personal data or information provided by the EXHIBITOR on the “Web Portal” or otherwise in any manner. The EXHIBITOR also releases MPL of the liability for security of any of the information provided by EXHIBITOR which may cause wrongful Loss or gain to any other third party and MPL is not liable to pay any damages or compensation in any form to any person. It is also understood that all details shared by EXHIBITOR are already publically out in the market and doesn’t hold any confidentiality or liability.
5. Compliance with laws: EXHIBITOR shall comply with all applicable laws, statutes, ordinances and regulations regarding the use of the “Web Portal”, bidding on or purchase of merchandise, and posting and retrieval of information (including without limitation those governing export control, unfair competition, antitrust, cartelisation, government/public sector procurement, or false advertising.
6. System Integrity: EXHIBITOR hereby agrees not to tamper in any way with the software or functionality of the “Web Portal”. Without limiting the foregoing, the EXHIBITOR agrees not to put any computer programs, information or data into the “Web Portal” which contains any viruses, Trojan horses, worms, cancel bots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
7. License: Subject to the Terms and Conditions, MPL hereby grants EXHIBITOR a personal, non-transferable, non-exclusive, non-sub-licensable license to use the interface for viewing and otherwise using the “Web Portal” and its services in accordance with the Terms and Conditions, and for no other purpose. All rights, title and interest in and to the software, user interface and content made available from, on or through this “Web Portal” shall belong to MPL including all modifications thereof and enhancements thereto. The software and user interface made available from, on or through this “Web Portal” may not be copied, modified or distributed by EXHIBITOR, nor may derivative works be prepared there from. The license granted pursuant to the Terms and Conditions is solely for the internal use of EXHIBITOR and may not be used for any time sharing or service bureau purposes outside of EXHIBITOR's organization. EXHIBITOR shall not reverse engineer, decompile, or otherwise translate, in any way, the software and user interface made available from, on or through this “Web Portal”. EXHIBITOR shall have no right or claim of right to the software or any unique ideas found on this “Web Portal”. No ownership rights are granted to EXHIBITOR hereunder and no title is transferred hereby.
8. Relationship: MPL and EXHIBITOR are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Usage Agreement, or the Terms and Conditions.
9. Termination: Notwithstanding the termination rights of the Exhibitor mentioned elsewhere in this agreement, MPL may its sole discretion,MPL may restrict or terminate EXHIBITOR's usage of the “Web Portal” products or services, postings, or current bids immediately.If the EXHIBITOR breaches any of the Terms and Conditions, fails to pay any overdue amount oras described in Clause 2, or if MPL is unable to verify or authenticate any information provided by the EXHIBITOR. Notice of termination must be provided in accordance with the requirements set forth in Clause 11 within 30 days. EXHIBITOR agrees that, upon termination of this Usage Agreement, said EXHIBITOR will pay all outstanding amounts owed to MPL, in full, and honour all outstanding transactions and pending transactions. Any amount not due prior to seven (7) days from the date the Usage Agreement is terminated is due within seven (7) days after termination. EXHIBITOR hereby acknowledges and agrees that in the event said EXHIBITOR fails to pay all amounts due within seven (7) days after termination of this Usage Agreement, such unpaid amounts shall be deemed "overdue" and interest will accrue on such overdue amountsat a rate of one and one-half percent (1.5%) per month or part thereof, or the maximum amount allowed by law, whichever is less. MPL will give notice with regard to the aforesaid termination to the Exhibitor and the agreement would stand terminated within 1 month of such notice given by MPL to Exhibitor.
10. Settlement of Disputes: If any dispute or differences arise between MPL and the Exhibitor with regard to construction, meaning, interpretation or termination of this agreement, recovery of dues and effect of these present or any part thereof the same shall be referred by either party to the Chairman-Cum –Managing Director of the MPL who shall refer the matter for adjudication to the sole arbitrator, who can be an employee serving or retired of the MPL. There shall be no objection to the said appointment of the arbitrator. The award of the sole arbitrator so appointed shall be final and binding on the parties to the agreement. The venue of the Arbitration shall be at Delhi or at any other place, at the discretion of the Chairman-cum-Managing Director of the MPL and the Court at Delhi shall have exclusive jurisdiction to decide the matter relating to the Arbitration referred to the above
Service of Notice: Any notices request or other communications to be given or made under this Agreement shall be in writing and shall either be delivered personally by hand or sent by courier, registered or certified mail or facsimile. Notices and other communications shall be addressed as follows:
(a) If to MPL: MegabookletPrivate Limited, D-85, Basement, Kalkaji, New Delhi - 110019
(b) If to EXHIBITOR: ………………………………………………………………………..
12. Governing law and jurisdiction: This Usage Agreement and the relationship between EXHIBITOR and MPL shall be governed by and construed in accordance with the laws of India. MPL makes no representation that material on the “Web Portal” is appropriate or available for use in other locations, or that the contents comply with local law. Those who choose to access this “Web Portal” from other locations do so on their own initiative and are responsible for compliance with local laws.
13. Indemnification: Without limiting the generality or effect of other provisions of this Usage Agreement, as a condition of use, EXHIBITOR agrees to indemnify, hold harmless, and defend MPL against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of:
a. EXHIBITOR's usage hereunder and/or engagement in transactions on the “Web Portal”, including, but not limited to, failure of any Products to meet specifications or breach of warranty,
b. EXHIBITOR's failure to comply with any applicable laws and regulations (including without limitation those regarding the export/import of Products or technology) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services,
c. EXHIBITOR's breach of any of its obligations set forth in the Terms and Conditions; and
d. Infringement claims asserted against MPL based on its use of EXHIBITOR's intellectual and informational property; and
e. EXHIBITOR's agreements or transactions with Third Party Providers
EXHIBITOR shall not settle any such claim without the written consent of the applicable Indemnified Party, which such consent shall not be unreasonably withheld.
14. INTELLECTUAL PROPERTY RIGHTS (IPR)
a. EXHIBITOR hereby represents and warranties that it is the sole creator and originator of each of the designs provided by it to MPL
b. IPR’S on all designs and all types of marketing related materials developed by EXHIBITOR shall fully vest solely in EXHIBITOR. The EXHIBITOR gives right to MPL to use EXHIBITOR’s IP for display and promotional purpose (online or print media) or as required by MPL and in such case no prior notice will be required.
c. The provision of this clause shall survive the termination of this Agreement.
15. Limitation of liability: In no event shall MPL, nor any officer, affiliate, director, shareholder, agent, subcontractor (including without limitation technology providers and Exhibitors) acting in its capacity of providing services to MPL, or employee be liable to any user or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of: the use of the “Web Portal” by the EXHIBITOR, including, but not limited to, damages resulting from or arising out of EXHIBITOR's reliance on the ‘Web Portal”, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, misdeliveries, transmissions, eavesdropping by third parties, or any failure of performance of the ‘Web Portal”; any agreement entered into between EXHIBITOR and any third party (or the negotiations or discussions conducted in anticipation of any such agreement), whether or not such third party is a third party provider as defined in this usage agreement; the termination or suspension of a EXHIBITOR's id and password if any by MPL pursuant to the terms and conditions; the failure, or alleged failure, of any product or service purchased or transferred pursuant to the ‘Web Portal” to conform to any specifications or terms, whether published on the portal or not; the breach, or alleged breach, of any warranty, express or implied, relating to any such product, service or shipment; or government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond MPL’s reasonable control. MPL’s liability to any user or any third party in any circumstances is limited to deactivation of membership and cancellation of orders /products delivery by the Exhibitors.
16. Miscellaneous Provisions: These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the EXHIBITOR's use of the “Web Portal”, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party's failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between aEXHIBITOR and MPL nor trade practice shall act to modify any provision of the Terms and Conditions. If any particular provision of the Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect any other provision of the Terms and Conditions which shall remain in full force and effect. In addition, if any provision contained in the Terms and Conditions shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These Terms and Conditions may not be assigned or transferred to third parties by EXHIBITOR without prior written permission from MPL. The EXHIBITOR shall not be construed to be a third party beneficiary of any agreement between MPL and any Exhibitor to the MPL.
17. You have no objection if www.megabooklet.com is reflecting the prices of your product as provided by your company.
18. EXHIBITOR shall provide MPL all necessary data as required by MPL to display on www.megabooklet.comand also authorize MPL to pick data from EXHIBITOR’s website and post it on www.megabooklet.com. Data shall be product pictures, their description, price and rates and other necessary information.
19. Registration charges of ₹999 (minimal charge for the company screening and verification process as a whole) is applicable to register on megabooklet. This is a non-refundable amount and does not provide/ guarantee any services against it.
20. MPL reserves the right to change terms and conditions as and when required without prior notice.
21. Membership Cancellation: Fees once paid is non-refundable or adjustable under any circumstances in future. In case Exhibitor wants to cancel his membership he can do so by giving 60 days’ notice and has to ensure to clear all pending bills before applying for cancellation. Any amount paid is not refundable at any cost.
22. Exhibitor agrees to all the above mentioned clauses of this agreement.
1. Advertisements must conform to the standards of “The Advertising Standards Council of India” and must accurately reflect the product and service being advertised/available for the service.
2. Advertisements are subject to the publisher’s approval and must always be recognizable as such and not resemble editorial matter or being similar to the editorial version.
3. In the event of any disputes, all claims made in advertisements must be capable of being supported by appropriate evidence and must be made available to the publisher upon request.
4. The publication of an advertisement by the publisher does not constitute endorsement of the advertiser, its products or services.
5. Space reserved by an advertiser must be paid in full and is nonrefundable where the advertisement is not published due to an act or omission by the advertiser. This includes advert copy that arrives after publication dead-line date.
6. The publisher reserves the right to increase advertisement rates at any time or to amend the terms and conditions at any time.
7. The publisher will not be liable for any loss or damage caused by amendment, error, late publication or non-publication from any cause whatever.
8. The publisher will not accept liability for any error on the part of third parties.
9. By selecting the “online advertisement” option on online registration form, you commit to the space reserved and agree and accept to the terms and conditions of booking.
10. The publisher reserves the right to publish the advertisement on any/various promotional platforms as a branding partner.
11. Opting for advertisement on website does not mean that we guarantee any lead generation or any kind business enhancement support.
12. No cancellations would be accepted after booking. Space reserved for which no copy is received by copy deadline date as agreed will be charged at the agreed rate/Invoice raised by the Publisher as stated on the booking form.
13. The Publisher shall also charge Taxes (as applicable) on their bills at the rates applicable from time to time.
14. The Publisher will not act as Advertisement Agent of any company/person, who is manufacturing similar products and who are competitors of the company.
15. This agreement shall be for a period as booked by the advertiser from the date of these presents. However, any party may terminate this agreement before the period by giving two months’ notice in advance to the other party. In case the Agency commits a breach of any covenant herein contained, the company is entitled to terminate the agreement by giving one week's notice
16. That in the case by any court of tribunal there is a restrainment Orders or there in any case of dispute, and the Publisher is made is made a party, all the litigation charges would be bourne by the Party (Litgating Party).
17. That the Publisher would not be liable for the act cause by the inadvertent mistake and act of the publishing house and the Printer’s
18. All the disputes would be governed by the Indian Laws and the Jurisdiction of the Delhi Court’s would prevail.