Alderado Seller Agreement

Welcome to Alderado Seller Agreement. To make Alderado as the safest and most valuable place in view of customers for buying / shopping online we have created this agreement between Seller and The Alderado Company.

General Terms:

This agreement contains the terms and conditions that govern your access to and use of the services through a particular account or account and is an agreement between you or the business you represent (“YOU”) and Alderado Seller Services Private Limited. By registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the service terms and program policies for each service you register for or use in connection with the Alderado site.

As used in this agreement, “WE”, “Us”, and “Alderado” means the the Alderado company named in the applicable service terms. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

1. Enrollment

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contract under applicable law. As part of the application, you must provide us with you (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Alderado's Privacy Policy.

2. Service Fee Payments

Fee details are described fully in the applicable Service Terms and Program Policies. 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 Alderado site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Alderado (with respect to such Alderado Site, “Your Credit Card”) as well as 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 Alderado Site, “Your Bank Account”). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Amazon'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 Amazon 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.

In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Alderado concerning whether any amounts are payable or due.

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 Alderado 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.

3. Term and Termination

The term of this Agreement will start on the date of your completed registration 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 Seller Space, email, the Contact Us Form, 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 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for 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 Alderado's legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Space, 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 (d) you will 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 (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 13 of these General Terms survive.

4. License

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights during the Terms and for as long thereafter as you are permitted to grant the said license under applicable law to use any and all of Your Materials for the Services or other Alderado product or service, and to sub-license the foregoing rights to our Affiliates and operators of Alderado Associated Properties; provided, however, that 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 (provided you are unable to do so using the standard functionality made available to you via the applicable Alderado Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our tight to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).

5. Representations

Each Party represents and warrants that: (a) if it is a business, it its duly organized, validly existing and in good standing under the Laws of 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 rights, power and authority to enter into this Agreement and perform its obligations and grant the rights, licenses and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of tits 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.

6. Indemnification

6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) 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, fulfillment,  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 (to the extent the injury or death is not caused by Alderado) 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 Alderado's indemnification obligations. Alderado 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) Alderado's non-compliance with applicable laws; or (b) allegations that the operation of an Alderado Site infringes or misappropriates that third party's intellectual property rights.

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may 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, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.  

7. Disclaimer

a. The Alderado 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 Alderado Site, the services and any online portal or tool provided by Alderado to help you avail the services at your own risk. Except as set forth in section 5 above, we and our affiliated waie 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 or merchantability, fitness for a particular purpose or noon-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, rights, claim or remedy in tort, whether or not arising from our negligence, We do no warrant that the functions contained in the Alderado 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 failure 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 and our affiliates disclaim to the maximum extent permitted under applicable law all warranties of any kind, whether express, implied or statutory, including without limitation warranties or merchantability, satisfactory quality, fitness fora particular purpose, title, non-infringement or quiet enjoyment.

b. Because Alderado is not involved in transactions between customers and seller or other participant dealings, if a dispute arises between on e or more participants, each of you release Alderado ( and its agents, affiliates and employees) 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.

8. Limitation of Liability

We 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, ever if Alderado has been advised of the possibility of of such costs or damages, Further, except in case of gross negligence or willful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby will no exceed at any time the total amount during the prior sis month period paid by you to Alderado in connection with the particular service and the Alderado site giving rise to the claim.

9. Tax

Your use of Services is subject to Alderado's Tax Policies. You will comply with any applicable tax laws and fulfill 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. Alderado 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. Based on information provided, Alderado will deduce the location of recipient, the billing details, place of supply and applicable taxes.

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, Amazon 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 Alderado.

It is your responsibility as a seller on the Alderado Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Alderado Site.

In case of any discrepancy in the reporting / returns filed by you and Alderado, you agree that you will resolve such discrepancy immediately and indemnify Alderado against any tax, interest and penalty payable in this regard.

10. 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 8 years after termination: (a) all Confidential Information will remain Alderado'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 fulfill 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. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  You may 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 may only use the Alderado Mark as defined in and according to the Trademark Usage Guidelines available; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.

You may 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. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time.

11. 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.

12. Relation of Parties

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Alderado is not an auctioneer, neither is it an intermediary between the customer and the seller. 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 otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

13. Suggestions and other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Alderado Site or Services, you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

Alderado Selling Service Terms

The selling of Alderado.com is a service that allows you to list products for sale directly via the Alderado Site. Selling on Alderado is operated by Alderado Seller Services Private Limited. BY REGISTERING FOR OR USING SELLING ON AMAZON, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE THESE SELLING ON ALDERADO SERVICE TERMS. Unless defined in these selling on Alderado Service Terms (including the selling on Alderado Definitions), all capitalized terms have the meanings given them in the Seller Agreement.

A-1. Your Product Listings and Orders

A-1.1 Products and Product Information

You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Alderado 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 Alderado Site comply with all applicable Laws (including all marking and labeling 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 Amazon Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Alderado Site. For each item you list on the Alderado Site, you will provide to us the state or country from which the item ships.

A-1.2 Product Listing; Merchandising; Order Processing.

We will list your products for sale on the Alderado in the applicable product categories which are supported for third party sellers generally on the Alderado on the applicable selling on Alderado Launch Date, and conduct merchandising and promote your products in accordance with the Alderado Seller Agreement (including via the Alderado associated properties or any other functions, features, advertising, or programs on or in connection with the Alderado Site. Alderado reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Alderado Site. We may use mechanisms that rate, or allow shoppers to rate, your products and/or your performance as a seller on the Alderado and Alderado 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 A-5.

A-1.3 Shipping and Handling Charges.

Alderado offer two types of shipping method to you (“seller”). (1) Packing by you and delivery by Alderado and (2) one is fulfilled by seller. By fulfilled by seller products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Alderado Site and further subject to any shipping and handling charge program policies for the Alderado 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.

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