Terms and Conditions of Use
(Updated on 01, October 2019)
AUTHORITY AND CAPACITY
The parties and their legal representatives guarantee that they have the authority and capacity to enter into this agreement.
ENFORCEABILITYThis agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
To the maximum extent permitted by applicable law, nothing in this document will:
- limit or exclude your liability or misinterpretation of the information presented on the website;
- limit any of your liabilities in any way that is not permitted under applicable law;The limitations and exclusions of liability set out in this section and elsewhere in this disclaimer:
(a) are subject to the preceding paragraph;
(b) will govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer.
This document describes the terms and conditions applicable to your access and use of the website www.santakart.com.
This document is a legally binding agreement between you as the user(s) of the website (referred to as “you”, “your” or “User” hereinafter) and the Santakart.com entity listed in clause 2.1 below (referred to as “we”, “our” or “Santakart.com” hereinafter).
Application and Acceptance of the Terms
1.1 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Santakart.com, or (b) you are not permitted to receive any Services under the laws of India or any other countries / regions including the country / region in which you are resident or from which you use the Services.
1.2 You acknowledge and agree that Santakart.com may amend any Terms at any time by posting the relevant amended and restated Terms on the website. By continuing to use the Services or the website, you agree that the amended Terms will apply to you.
1.3 If Santakart.com has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the website.
1.4 You may be required to enter into a separate agreement, whether online or offline, with Santakart.com or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.5 The Terms may not otherwise be modified except in writing by an authorized officer of Santakart.com.
Provision of Services
2.1 The contracting entity that users are contracting with is Santakart.com or its registered affiliates authorized by Santakart
2.2 Users must register as a member on the website in order to access and use some Services. Further, Santakart.com reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Santakart.com may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Santakart.com may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Santakart.com may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.5 Some Services may be provided by Santakart affiliates on behalf of Santakart.
3.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
3.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Santakart.com and notified to you) ("Free Member Benefits"):
- a) Company Profile - allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
- b) Products - allows each Member to display and edit descriptions, specifications and images of at least 5 products.
- c) Buyer Trade Lead Posting - allows each Member to post on the Site for public display offers to buy products and services from other users of the Site.
3.3 Santakart.com may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion. Santakart.com reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.
3.4 Benefits, features and functions available to a Member may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.
3.5 The availability of any transactional features and functions on the Site to any Member may be conditional on verification of Member’s identity and/or its designated bank account by Santakart.com and/or its approved independent third parties.
3.6 Santakart.com shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to Santakart.com and each Member shall indemnify Santakart.com against any loss or damages (including but not limited to loss of profits) suffered by Santakart.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify Santakart.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Santakart.com shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
3.7 Santakart.com reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Santakart.com further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Santakart.com.
3.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Santakart.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
3.9 Santakart.com reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your services provided by Santakart.com and Santakart.com website if you: (a) use the services provided by Santakart.com, the website and the Santakart.com website to defraud any person or entity; (b) engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual property rights, a civil liability or a criminal offence; (c) engage in any activities that would otherwise create any liability for Santakart.com, the website or the Santakart.com website.
3.10 If users voluntarily submit any information to the website for publication on the website through the publishing tools, including but not limited to, company or business profile, product catalog, trade leads, TRUSTPASS profile, business trust system and any discussion forum, then you are deemed to have given consent to the publication of such information on the website.
Access to Service
4.1 As a condition of users’ access to and use of the website or Services, users agree that users will comply with all applicable laws and regulations when using the website or Services.
4.2 Users agree to use the website or Services solely for users own private and internal purposes. Users agree that (a) users will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the website (the “Site Content”), and (b) users will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Santakart.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Santakart.com is prohibited. Use of any content or materials on the website for any purpose not expressly permitted in the Terms is prohibited.
4.4 Santakart.com may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web website. Users are cautioned to read such web website' terms and conditions and/or privacy policies before using the website. Users acknowledge that Santakart.com has no control over such third parties' web website, does not monitor such web website, and shall not be responsible or liable to anyone for such web website, or any content, products or services made available on such web website.
3.5 Users agree not to undertake any action to undermine the integrity of the computer systems or networks of Santakart.com and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 Users agree not to undertake any action which may undermine the integrity of Santakart.com’s feedback system, such as leaving positive feedback for users self-using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
4.7 By posting or displaying any information, content or material (“User Content”) on the website or providing any User Content to Santakart.com or our representative(s), users grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Santakart.com to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the website, the provision of any Services and/or the business of the User. Users confirm and warrant to Santakart.com that users have all the rights, power and authority necessary to grant the above license.
4.1 User must be registered on the website to access or use some Services (a registered User is also referred to as a “Member” below). Except with Santakart.com’s approval, one User may only register one-member account on the website. Santakart.com may cancel or terminate a User’s member account if Santakart.com has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, Santakart.com may reject User’s application for registration for any reason.
4.2 Upon registration on the website, Santakart.com shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of users Member ID and password and for all activities that occur under users account. No Member may share, assign, or permit the use of users Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify Santakart.com immediately if users become aware of any unauthorized use of users password or users account or any other breach of security of users account.
4.4 Member agrees that all activities that occur under users account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of users account with other persons, or allowing multiple users outside of users business entity to use users account (collectively, "multiple use"), may cause irreparable harm to Santakart.com or other Users of the website. Member shall indemnify Santakart.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of users account. Member also agrees that in case of the multiple use of users account or Member’s failure to maintain the security of users account, Santakart.com shall not be held liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Santakart.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, ach Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Santakart.com to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
5.3 Each Member represents, warrants and agrees that (a) users shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that users submit, post or display; (b) any User Content that users submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) users have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) users and users affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.4 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:
- a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
- b) be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
- c) infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
- d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
- g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
- j) involve attempts to copy, reproduce, exploit or expropriate Santakart.com's various proprietary directories, databases and listings;
- k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
- l) involve any scheme to undermine the integrity of the computer systems or networks used by Santakart.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
- n) otherwise create any liability for Santakart.com or its affiliates.
5.6 Member may not use the Services and member account to engage in activities which are identical or similar to Santakart.com’s e-commerce marketplace business.
5.7 If Member provides a business referee, Member represents, warrants and agrees that users have obtained all necessary consents, approvals and waivers from users business partners and associates to (a) act as users business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about users. Users further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain users consent.
5.8 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Santakart.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Santakart.com shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.9 Member acknowledges and agrees that Santakart.com shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or website. Santakart.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
5.10 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.10 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
Transactions Between Buyers and Sellers
6.1 Through the website, Santakart.com provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. Santakart.com reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Site, Santakart.com does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Site. Santakart.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
6.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretenses. Santakart.com uses several techniques to verify the accuracy of the information our users provide us when they register on the website. However, because user verification on the Internet is difficult, Santakart.com cannot and does not confirm each free member's purported identity shown on the website and can only use reasonable efforts to verify the personal identity of the representative of a seller. We encourage you to use the various tools available on the website, as well as common sense, to evaluate with whom you are dealing.
6.3 Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that Santakart.com shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
4.5 Member agrees to provide all information and materials as may be reasonably required by Santakart.com in connection with its transactions made via the transactional platform on the Site. Santakart.com has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials.
4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Santakart.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
Use of Discussion Boards on The Website
7.1 Santakart.com provides its Members use of discussion boards on the Site free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Site shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.
7.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted through a discussion board on the Site, are the sole responsibility of such Member from whom the content originated. This means that the posting Member, and not Santakart.com, is entirely responsible for all content that is uploaded or posted via our discussion boards on the Site. Santakart.com does not control the content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such content.
7.3 Santakart.com reserves the right to delete or edit any postings in its sole discretion without prior notice. Santakart.com may monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Site. Under no circumstances will Santakart.com be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. Each Member understands that by using the Santakart.com discussion boards on the Site, such Member may be exposed to content that is offensive, indecent or objectionable.
7.4 Without prejudice to each Member's responsibilities under Clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Site to:
- a) upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- b) harm minors in any way;
- c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;
- d) "stalk" or otherwise harass another;
- e) to use the personal data about other users for purposes unrelated to the discussion board or to disclose personal data on the discussion board about third parties without their authorization
- f) upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
- g) upload, post or e-mail any content that infringes any intellectual property rights or other legitimate rights of any party;
- h) upload, post or e-mail any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;
- i) upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- j) upload, post or e-mail any content that contains a complaint regarding Santakart.com's services or refers to such a complaint on the Site or to any other Members; any such complaint must be directed to the customer service e-mail on the Site; or
- k) violate any applicable national or internal laws or regulations.
7.5 Each Member acknowledges that Santakart.com does not pre-screen content but that Santakart.com shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion boards on the Site.
7.6 To the extent permitted under applicable laws, ach Member grants to Santakart.com a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Member uploaded, posted or supplied to Santakart.com for posting on the Sites and/or to incorporate such content in other works in any form, media or technology now known or developed. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
7.7 Each Member shall indemnify and hold Santakart.com and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content such Member uploaded, posted or e-mailed on or through the discussion boards on the Site, such Member's use of the discussion boards on the Site, or such Member's breach of the provisions set out in Clause 5.4.
7.8 On being made aware of any such breaches, Santakart.com may ban, delete or prohibit any content that relates to those breaches or that Santakart.com in its sole discretion consider to be harmful to the public or the rights of Santakart.com or any of its affiliates, licensors, partners or Members.>
7.9 Santakart.com reserves the right to take whatever action it deems necessary to prevent a Member's breach of Clause 7.4 including the following:
- a) issue a warning letter to the relevant Member (where the breaches are deemed by Santakart.com to be minor); or
- b) ban the relevant Member from discussion boards on the Site (where the breaches are deemed by Santakart.com to be major).
All incidents will be logged and Santakart.com's decision shall be final in all such cases.
7.10 All information and/or other content posted on the Site by the Santakart.com service team or by Members or third-party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.<
Breaches by Users
8.1 Santakart.com reserves the right in our sole discretion to remove, modify or reject any User Content that users submit to, post or display on the website which we reasonably believe is unlawful, violates the Terms, could subject Santakart.com or our affiliates to liability, or is otherwise found inappropriate in Santakart.com’s opinion.
8.2 If any Member breaches any Terms, or if Santakart.com has reasonable grounds to believe that a Member is in breach of any Terms, Santakart.com shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by Santakart.com in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as Santakart.com may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Santakart.com may deem necessary or appropriate in its sole discretion.
8.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, Santakart.com has reasonable grounds to believe that such Member has willfully or materially failed to perform users contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in users contract with such third party,
- b) Santakart.com has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) Santakart.com has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) Santakart.com believes that the Member’s actions may cause financial loss or legal liability to Santakart.com or our affiliates or any other Users.
8.4 Santakart.com reserves the right to cooperate fully with governmental authorities, private investigators and/or third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Santakart.com may disclose the Member's identity and contact information, if requested by a government or law enforcement body, and any third party, or as a result of a subpoena or other legal action. Santakart.com shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Santakart.com for such disclosure.
8.5 If a Member is in breach of the Terms, Santakart.com also reserves the right to publish the records of such breach on the website. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Santakart.com also reserves the right to disclose the records of such breach to our affiliates including without limitation Taobao, Santakart, China Yahoo!, etc. Such Santakart.com affiliates may impose limitation on, suspend or terminate the Member’s use of all or part of the services provided by such affiliates to the Member, take other remedial actions, and publish the records about the Member’s breach of the Terms on the websites operated by or controlled by such Santakart.com affiliates.
8.6 Santakart.com may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the website without being liable to the Member if Santakart.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Santakart.com including without limitation and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Santakart.com shall have the right to publish the records of such breach on the website. Santakart.com shall not be required to investigate such breach or request confirmation from the Member.
8.7 Each Member agrees to indemnify Santakart.com, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from users submission, posting or display of any User Content, from users use of the website or Services, or from users breach of the Terms.
8.8 Each Member further agrees that Santakart.com is not responsible, and shall have no liability to users or anyone else for any User Content or other material transmitted over the website, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Santakart.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Santakart.com in asserting any available defenses.
Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY SANTAKART.COM ON OR THROUGH THE website ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND SANTAKART.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SANTAKART.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE website; SANTAKART.COM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE website DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND SANTAKART.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE WEBSITE.
9.3 Any material downloaded or otherwise obtained through the website is done at each User's sole discretion and risk and each User is solely responsible for any damage to Santakart.com’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Santakart.com or through or from the website shall create any warranty not expressly stated herein.
9.4 The website may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Santakart.com and our affiliates be held liable for any such services or products.
9.5 Each User hereby agrees to indemnify and save Santakart.com, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the website or Services (including but not limited to the display of such User's information on the website) or from users breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Santakart.com, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Santakart.com, including but not limited to those set forth in Section 5 hereunder.
9.6 Each User hereby further agrees to indemnify and save Santakart.com, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the website. Each User hereby further agrees that Santakart.com is not responsible and shall have no liability to users, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Santakart.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, in which event users shall cooperate with Santakart.com in asserting any available defenses.
9.7 Santakart.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the website or Services;
- b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the website;
- c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the website may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
- d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the website; or;
- f) any matters relating to Services however arising, including negligence.
9.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Santakart.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the website or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Santakart.com or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the website or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.
9.9 The limitations and exclusions of liability to users under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Santakart.com has been advised of or should have been aware of the possibility of any such losses arising.
10.1 Under no circumstances shall Santakart.com be held liable for any delay or failure or disruption of the content or services delivered through the website resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Intellectual Property Rights
11.1 Santakart.com is the sole owner or lawful licensee of all the rights and interests in the website and the Site Content. The website and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the website and Site Content shall remain with Santakart.com, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Santakart.com are hereby reserved.
11.2 "SANTAKART.COM" and related icons and logos are registered trademarks or trademarks or service marks of Santakart.com, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
11.3 Santakart.com may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). Users may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
12.1 All legal notices or demands to or upon Santakart.com shall be made in writing and sent to Santakart.com personally, by courier, certified mail, or facsimile tour address. The notices shall be effective when they are received by Santakart.com in any of the above-mentioned manner.
12.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Santakart.com, or by posting such notice or demand on an area of the website that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
- a) Santakart.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
- b) immediately upon Santakart.com posting such notice on an area of the website that is publicly accessible without charge.
12.3 Users agree that all agreements, notices, demands, disclosures and other communications that Santakart.com sends to users electronically satisfy the legal requirement that such communication should be in writing.
14.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between users and Santakart.com with respect to and govern users use of the website and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
14.2 Santakart.com and users are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
14.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
14.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.5 Santakart.com’s failure to enforce any right or failure to act with respect to any breach by users under the Terms will not constitute a waiver of that right nor a waiver of Santakart.com’s right to act with respect to subsequent or similar breaches.
14.6 Santakart.com shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Santakart.com). Users may not assign, in whole or part, the Terms to any person or entity.
14.7 If users are from India or outside of India, The Terms shall be governed by the laws of India without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of India