Welcome to Cotton Mark (hereinafter referred to as the “Platform”, “Website”, “We”, “Us”, “Our”), owned and operated by COTTON MARK (hereinafter referred to as “the Company”) with its registered office located at C-708, Saptasur, DSK Vishwa, Dhayari, Sinhgad Road, Pune MAHARASHTRA 411041. The platform is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms").

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THE AGREEMENT ACCEPTANCE FORM, RETAILER (HEREINAFTER REFERRED TO AS “YOU” OR “YOUR” OR “RETAILER”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. WHEN YOU UNDERTAKE ANY ACTIVITY ON THE PLATFORM YOU AGREE TO ACCEPT THESE TERMS AND CONDITIONS.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

IN USING THIS PLATFORM, YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE PLATFORM ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE RETAILERS AND US. BY ACCESSING THIS PLATFORM, AND/OR UNDERTAKING TO PERFORM A SERVICE BY US INDICATES YOUR UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE DISCLAIMER NOTICE AND THE FULL TERMS AND CONDITIONS CONTAINED HEREIN.

1.  INTERPRETATION

ii.  The headings and subheadings purposes.

2.  ELIGIBILITY

i.  You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

ii.  Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Our platform reserves the right to terminate your membership and refuse to provide you with access to the platform if we discover that you are under the age of 18 years. The Service is not available to any Retailer previously removed from the Service by us, unless we provide such Users with specific written authorization to re-use the Service.

iii.  By becoming a Retailer, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.

iv.  Unauthorized Retailers are strictly prohibited from accessing or attempting to access, directly or indirectly, the platform. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws.

v.  Our platform may, in its sole discretion, refuse to offer access to or use of the platform to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the platform is revoked in such jurisdictions.

3.  REGISTRATION

i.  The Retailers will have to register with us by providing us with an Identification Document and personal details such as:

ii.  In order to register with us, the Retailer will have to click on the applicable link of “Register as Retailer” which shall direct it to the registration page on our platform and therein you have to provide details such as your Username, e-mail ID,

iii.  You agree to provide and maintain accurate, current and complete information about your Account. Without limiting the foregoing, in the event you change any of your personal information as mentioned above in this Agreement, you will update your Account information promptly.

iv.  When creating an Account, don’t: 

v.  We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at grievance@cottonmark.co.in.

vi.  You shall not transfer or sell your account on our platform and User ID to another party.

vii.  Our Services are not available to temporarily or indefinitely suspended Retailers. Our platform reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our platform reserves the right to refuse service to anyone, for any reason, at any time.

viii.  One individual can own only one account in his/her name.

ix.  You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by our terms of use and all other policies listed on the platform and all other operating rules, policies and procedures that may be published from time to time on the platform by the Company.

4.  EXCLUSIVE TERRITORY

i.  The company reserves the right to select and appoint only one retailer within a designated area.

ii.  The company retains the right to cancel, reject, or terminate any retailer at its discretion.

5.  APPLICATION FEE

i.  A non-refundable application fee of Rs. _________ is required for the submission and processing of a franchise/retail application.

ii.  Payment of the application fee does not guarantee approval, and the company retains the right to reject applications without providing a specific reason.

6.  AUDITS

i.  Regular audits will be conducted by the company to assess the performance and adherence to quality standards by the dealership/franchise.

ii.  Additional random audits may also be conducted to ensure ongoing compliance with company standards and policies.

7.  PRICING

i.  The company reserves the right to set prices for products and services.

ii.  Retailers are encouraged to align their pricing with the company's standards, but they have the autonomy to establish their own schemes and discounts.

iii.  In the event that prices of a retailer do not match those of other stores or the company, the company will not be held responsible.

iv.  While efforts will be made to maintain uniform pricing, customers are advised that retailers may offer unique pricing structures, and the company cannot guarantee consistency.

8.  RETAILER’S RESPONSIBILITY FOR LISTING ON THE PLATFORM AND ITS OBLIGATIONS:

i.  The Retailer agrees to update accurate, current and complete information regarding the Retailer as requested during the Retailer’s registration process via the Platform.

ii.  Company may perform a variety of marketing activities to promote Retailer and other information provided to Company, all such marketing activities will be determined at Company’s sole and absolute discretion and the Company’s platform content may be changed, without notice and from time to time, to reflect any such changes.

iii.  The Retailer hereby grants to Company a non-exclusive, transferable, royalty-free, fully-paid, worldwide license, to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Marketing Materials, including any trademarks, trade names, service marks, logos, telephone numbers, and addresses therein, for any purpose, including marketing, commercial, advertising, promotional activities or otherwise, and with a right to sublicense, in connection with the Company’s Platform, or the Company’s Marketing Activities; and, in connection with Company’s exercise of the license rights granted by the Retailer.

iv.  The Retailer agrees to maintain the day-to-day operations of the franchise/dealership in accordance with the company's standards and guidelines.

v.  The Retailer agrees to ensure compliance with all applicable laws and regulations.

vi.  The Retailer shall comply with all terms and conditions outlined in the Retailer Terms and other policies of the Company.

9.  FEE/COMMISSION AND PAYMENT:

i.  The Platform shall receive a commission fee as a percentage of the sales made by the Retailer through the Platform.

ii.  The Platform shall make [WEEKLY/MONTHLY] payments to the Retailer after deducting its commission and refunds if any orders are returned by the customers.

iii.  The commission fee may be subject to change from time to time, and the Platform shall provide reasonable notice to the Retailers regarding any changes to the commission fee.

10.  COVENANTS OF RETAILER:

A.  The Retailer hereby covenants with the Company as under:

i.  The Retailer agrees to indemnify and keep indemnified the Company from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Company due to acts/omissions on the part of the Retailer.

ii.To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory

iii.  To be solely responsible for the quality, merchantability, and guarantee with respect to the products offered.

iv.  At all times have access to the Internet and its email account to check the orders placed by customers.

v.  To be solely responsible for any dispute that may be raised by the customer relating to the products provided by the Retailer. No claim of whatsoever nature will be raised on the Company.

vi.  The Retailer shall at all times during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties’ rights including intellectual property rights are not infringed.

vii.  The Retailer covenants that it shall not solicit the customers of the Company’s platform at any time during the term of this agreement.

11.  WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF RETAILER:

A.  The Retailer warrants and represents that:-

12.  INTELLECTUAL PROPERTY RIGHTS:

13.1.  The Retailer expressly authorizes the Company to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the platform and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all rights, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark/logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.

13.  CUSTOMER DATA:

i.  "Customer Data" means any and all identifiable information about customers generated or collected by the Company or the Retailer, including, but not limited to, the customer’s name, email addresses, services availed, phone numbers etc. The Retailer agrees that it will only use the Customer Data in fulfilling the applicable Customer order and in complying with its obligations in this Agreement, and the Retailer agrees that Customer Data will not be used to enhance any file or list of the Retailer or any third party.

ii.  The Retailer represents warrants, and covenants that it will not resell or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Retailer agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of providing services to the Customer. The Retailer (and any other persons to whom the Retailer provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Retailer (or otherwise on its behalf), the Retailer shall ensure that it (and any applicable third parties) adopt, post, and process

iii.  For purposes of this Agreement, the restrictions set forth herein on the Retailer's use of Customer Data do not apply to: (a) data from any customer who was a customer of the Retailer prior to the Retailer using the Platform, but only with respect to data that was so previously provided to the Retailer by such customer; or (b) data supplied by a customer directly to the Retailer who becomes a customer of the Retailer and who explicitly opts in to receive communications from the Retailer for the purposes for which such Customer Data will be used by Retailer; and, provided in all cases, that the Retailer handles and uses such Customer Data in compliance with applicable Laws and the Retailer's posted privacy policy.

14.  RELATIONSHIP:

14.1.  Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Retailer and the Retailer shall not represent the Company, nor does it have any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

15.  INDEMNITY:

15.1.  The Retailer indemnifies and shall hold indemnified the Company, its partners, officers, employees, representatives, and agents from and against all losses, damages, claims, suits, legal proceedings and otherwise arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, and any claim in relation to the Retailer’s products, the breach of any of the Retailer’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under this Agreement or terms of service of Company’s platform or any obligations arising out of the Retailer infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, taxes. Etc. This clause shall survive the termination or expiration of this Agreement.

16.  LIMITATION OF LIABILITY:

16.1.  It is expressly agreed by the Retailer that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Retailer or any other party whatsoever, arising on account of any transaction under this Agreement.

16.2.  The Retailer agrees and acknowledges that it shall be solely liable for any claims, damages, or allegations arising out of the products offered through the Company’s platform (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. Further, the Company shall not be liable for any claims, or damages arising out of any negligence, misconduct or misrepresentation by the Retailer or any of its representatives.

16.3.  The Company under no circumstances shall be liable to the Retailer for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Retailer has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Retailer to have been deliberately caused by the Company.

17.  TERMINATION:

17.1.  This Agreement may be terminated by the Company forthwith in the event:-

17.2.  This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after the expiry of such period.

18.  EFFECTS OF TERMINATION:

18.1.  In the event of termination/expiry of this Agreement, the Company shall remove and discontinue display of the Retailer on its platform with immediate effect.

18.2.  Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Retailer by virtue of termination of this agreement.

18.3.  During the period under notice, both the parties shall be bound to perform their obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

19.  GOVERNING LAW AND DISPUTE RESOLUTION:

19.1.  This Agreement and any action related thereto will be governed by the laws of India.

19.2.  Retailer agrees to submit to the exclusive jurisdiction of the courts sitting in Pune MH, India in relation to proceedings arising out of this agreement.

19.3.  If there is a dispute between the Retailer and a Customer, the Retailer understands and agrees that the Company is under no obligation with respect thereto, and the Retailer, to the fullest extent permitted by law, hereby releases the Company and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents, and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with, any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company.

19.4.  The Retailer agrees that in case it is unable to resolve its disputes with the customers then the Company has the right to remove the Retailer from its listings on the platform and terminate this agreement.

19.5.  In case of dispute between Company and the Retailer, the same shall be referred to the decision of a Sole Arbitrator to be appointed by the Company in accordance with and subject to the provisions of the Arbitration laws of India.

19.6.  The venue of such Arbitration shall be at Pune, MH, India in order to deal with the arbitration proceedings and the awards in accordance with law.

19.7.  The decision of the arbitrator shall be final and binding.

19.8.  The language to be used and all written documents provided in any such arbitration shall be in English.

20.  DISCLAIMERS:

20.1.  TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND  AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY OTHER PLATFORMS LINKED TO THE PLATFORM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE RETAILER'S ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET OR MOBILE DEVICES. 

21.  NOTICES:

21.1.  Except as explicitly stated otherwise, any notices given to the Company shall be given by email to grievance@cottonmark.co.in. Any notices given to the Retailer shall be to the email address provided by the Retailer to the Company at the time of listing (or as such information may be updated via the platform by the Retailer from time to time).

21.2.  Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by email, personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail.  Any party may change its address for such communications by giving notice to the other party in conformity with this section.

22.  BINDING EFFECT:

22.1.  This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. 

23.  ASSIGNMENT:

23.1.  The Retailer shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without the Company’s prior written consent which may be withheld as the Company determines in its sole discretion.  Any such purported assignment shall be void. The Company at its sole discretion may assign this agreement to any third party.

24.  SEVERABILITY:

24.1.  If any provision of this agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties.

25.  INJUNCTIVE RELIEF:

25.1.  Retailer acknowledges and agrees that in the event of a breach or threatened breach of this agreement by Retailer, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this agreement.

26.  AMENDMENT:

26.1.  Company may at any time at its sole discretion modify this Agreement from time to time, and any such changes will (i) be reflected on the Platform, (ii) be effective thirty calendar days after being so posted on the Platform, (iii) not apply retroactively, and (iv) not apply to any disputes arising prior to the effective date of such change. Company shall also post the amended agreement at the address of the Retailer. The Retailer agrees to be bound to any such changes and understands the importance of regularly reviewing this Agreement as updated on the platform to keep the Retailer’s listing and contact information current.

26.2.  Notwithstanding anything to the contrary herein, Company reserves the right to, at any time and from time to time, change, alter, modify, or discontinue the Platform and (or any part thereof) with or without notice. The Retailer agrees that Company shall have no liability to the Retailer or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the Company’s Platform.

27.  FORCE MAJEURE:

27.1.  Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this contract to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: failures or default of third party software, Retailers, or products; acts of God or of the public enemy; foreign governmental actions; strikes; communications, network connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.

28.  WAIVER OF RIGHTS:

28.1.  A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

29.  MISCELLANEOUS:

29.1.  Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.

29.2.  Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.

29.3.  Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.

30.  ENTIRE AGREEMENT:

30.1.  This agreement along with the terms of service, privacy policy and other policies published on the platform constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

31.  CONTACT US:

31.1.  For any further clarification of our Retailer Terms, please write to us at grievance@cottonmark.co.in.

31.2.  Our Permanent Address is C-708, Saptasur, DSK Vishwa, Dhayari, Sinhgad Road, Pune MAHARASHTRA 411041.