VENDOR POLICY

  1. Terms Of Use

WELCOME TO CROTOR’S ‘SELLER ONLINE PORTAL’ (” www.crotor.com “).

BY USING THE PORTAL, YOU CHOOSE TO ACCEPT AND SIGNIFY YOUR ACCEPTANCE TO ADHERE TO THESE TERMS OF USE INCLUDING ANY MODIFICATION THEREOF, CROTOR’S PRIVACY POLICY AND GUIDELINES. ANY SUCH MODIFICATION SHALL BE IN FORCE WITH IMMEDIATE EFFECT. CROTOR MAY MODIFY THE TERMS OF USE AND/OR THE PRIVACY POLICY AND GUIDELINES FROM TIME TO TIME WITHOUT ANY LIABITY TO GIVE ANY PRIOR NOTICE TO YOU. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU SHOULD NOT USE THE PORTAL. BY MERE USE OF THE PLATFORM WHETHER ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM, YOU ARE CONTRACTING WITH CROTOR, AND THESE TERMS AND CONDITIONS INCLUDING THE POLICIES CONSTITUTE YOUR BINDING OBLIGATIONS TO CROTOR.

 You may be accessing our website (“Website/Site”) and Portal from a computer or mobile phone device or through an iOS or Android mobile application or any such device or medium and these Terms of Use govern your use of our Site and Portal and your conduct, regardless of the means of access.

For the purpose of the Terms of Use (hereinafter referred to as “ToU”), wherever the context so requires, ‘you’ and ‘your’ shall include vendor (also referred to as the “User” or “Seller”) who has entered into an agreement with Crotor. The word ‘user’ shall imply a seller including representative person of seller and the terms ‘we’, ‘us’ and ‘our’ shall mean “CROTOR”. If you are a minor i.e. under the age of 18 years, you shall not register as a seller on the Platform, transact or use the Platform. Crotor reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to Crotor’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept the ToU and you have the authority to bind the business entity to the ToU.

By mere accessing or using the Portal, you are acknowledging, without limitation or qualification, to be bound by these Terms of Use and the polices, whether you have read the same or not.

The Portal is provided to enable the seller to avail information and add necessary information pertaining to online and offline sales achieved, including catalogue, MIS / dashboard, purchase & appointment, invoice reconciliation, or any such information relevant for the business operations. All such features shall be implemented in a phase wise manner on the Portal, as Crotor deems fit.

  1. Your Account

If you use the Portal, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You shall be solely responsible for all activities that are carried out under your account. You are obliged to ensure that the password is kept confidential and secured at all times and you should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner or your account has been compromised. You undertake to ensure that the details you provide us are correct and complete and inform us immediately of any changes to the information that you provided at the time of registering with us for the Portal access. You agree that you will restrict use by unauthorised or non- competent persons, and you shall accept full responsibility and liability for any unauthorized access and/or use of seller Portal, using your login credentials. You confirm that should any account user cease to be an authorized user by virtue of discontinuing to be an employee or representative etc. of the seller’s entity, or by virtue of any other reason, the seller shall be responsible for immediately discontinuing such seller portal access for the purpose of data security.

You can access and update information you provided us within your account in the Portal. You represent and warrant that any and all information provided is true, accurate, current, reliable and complete always. You agree and acknowledge that you will use your account on the Portal for your business purpose only. Crotor in its sole discretion reserves the right to refuse access to the Portal, terminate accounts, remove or edit content at any time without notice to you. The access granted to you shall be a non-exclusive, limited, revocable, non-transferable and non-sublicensable in nature.
In any scenario, the access to this Portal shall be co-terminus with the Vendor Agreement signed between Crotor and you.
User Account Deactivation: As per our policy, if a User requests for a closure of the account, the account will be put on hold for a period of 90 days to ensure smooth closure of transactions which have been made prior to his closure request and this will be available to the said User for downloading payment and taxation reports, if required. After 90 days, the user would be required to reach out to us confirming that he/she has downloaded the reports and requesting for a deactivation again. Upon receiving this confirmation, the User’s account will be deactivated provided there are no outstanding payments due from the User, with certain information being retained by Crotor at all times, such as registered mobile number, registered email ID, GSTIN and other transaction related information. Such information is being retained for audit purposes and to prevent fraudulent acts by the Users in the future. If a User decides to commence his business with Crotor again, he/she will not be able to create a new account but the older account can be restored if it is required.

  1. User Restrictions

You irrevocably agree that:

  • You shall not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Portal software, whether in whole or in part, or create any derivative works from or of the Portal software.
  • You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or working of the Portal.
  • You will not use the account for purposes which are illegal or unauthorized by Crotor.
  • You shall not attempt to gain any unauthorized access to any portion or feature of the Portal, our software systems, other systems, networks connected to the Portal, server, computer, network, or the services offered on or through the Portal by hacking, password ‘mining’, or any other illegitimate means.
  • You will not interfere or interrupt any other user who is a user of the Portal in their use of the Portal.
  • You will not use, copy, license, remove, obscure, or alter any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the Portal.
  • You will not systematically, or otherwise, extract/ or re-utilise parts of the contents of the Portal. In particular, you shall not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this Portal.
  • You may use the Portal solely for purposes of enabling you to use the services as provided by Crotor, and as permitted by these ToU and any other terms. You may not incorporate any portion of the Portal into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Portal software or otherwise assign any rights to the Portal software in whole or in part.
  • You shall not share, copy, or provide access to any third party to any information or data or statistics provided to you by the Portal for any reasons whatsoever. All data and information provided to you through the Portal is the sole property of Crotor. Any information or data provided by Seller through the use of Portal, Crotor shall have the right to retain and use the information or data and Seller shall have no objection to the same. You represent and warrant that any and all information or data provided is true, accurate, current, reliable and complete always.
  • To send, use or reuse any material that is illegal, offensive, (including but not limited to material that is sexually explicit or which promotes racism, bigotry, hatred or physical harm), abusive, harassing, misleading, indecent, defamatory, disparaging, obscene or menacing; or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”.
  • You may not use any meta tags or any other “hidden text” utilizing Crotor’s or its affiliates name or trademarks without their prior written consent.
  • The seller acknowledges that it shall not use the Platform or any content for any purpose that is unlawful or prohibited by the ToU or to solicit the performance of any illegal activity or other activity which infringes the rights of Crotor and/or others and shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, and the rules thereunder as applicable and amended from time to time and also other applicable laws, rules and regulations.
  1. License and Rights To Use Of Portal

Subject to your compliance with these Terms of Use, Crotor grants you a royalty-free, non-assignable, non-licensable, revocable, limited and non-exclusive license to use the Portal as part of the services being provided to you. This license is for the sole purpose of enabling you to use the Portal and services, in the manner permitted by these ToU. You cannot by yourself, and/or permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Portal or any part thereof. You shall not assign (or grant a sub-license of) your rights to use the Portal, grant a security interest in or over your rights to use the Portal, or otherwise transfer any part of your rights to use the Portal to any person. All software used in Website and Portal is the property of Crotor and/or its affiliates or its software suppliers or its parent company and protected by laws of India including but not limited to other applicable copyright laws. The Seller shall be responsible to immediately inform Crotor on observing any unauthorised use of the Website or Portal and shall indemnify Crotor and/ or its affiliates, in case of any eventuality of damage or losses on account of such unauthorised access.

  1. Monitoring

Crotor reserves the right, but not an obligation, to log, review, and otherwise examine any information stored on or passing through our networks or systems for security and audit purposes. Crotor may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to

(i) comply with legal requirements/processes

(ii) enforce these Terms of Use,

(iii) respond to claims that any Content violates the rights of third parties,

(iv) respond to your requests for customer service, or

(v) protect the rights, property or personal safety of Crotor (and its employees), its users and the public.

  1. Downtime And Service Suspensions

Your access to and use of the services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the services for any reason, including as a result of power outages, system failures or other interruptions. We may also be entitled but not obligated, without any liability to you, to suspend access to any portion or all of the Portal at any time on a system-wide basis:

(a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal;

(b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to you or to any of our other customers if the Portal service were not suspended; or

(c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. Crotor cannot be held responsible for any virus, malware or spam resulting from the usage of the Website and Portal at any time and in any manner whatsoever.

  1. Product Content And Description Listing Guidelines

As and when any facility/feature is made available on the Seller Portal, the Seller shall upload information on the Portal that is required to be displayed against their products on the Website. All such content shall be complete, accurate, not misleading, and must comply with the provisions applicable to the products being listed from time to time to your Products, Brands and/or business. None of the content that you submit shall be subject to any obligation of confidence on the part of Crotor, its agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers and employees. Seller undertakes to ensure that all the products listed for sale are manufactured and/or distributed in strict compliance of all applicable laws, regulates and rules prevailing from time to time.

You represent and warrant that you own or otherwise control all of the rights to the content that you post or that you otherwise provide on or through the Portal and/or Website; that the content or material is submitted to Crotor:

(i) the content and material is accurate and complete; 

(ii)use of the content and material you supply does not breach any applicable laws or policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory);

(iii) the content is lawful. The Seller undertakes and agrees to ensure that the listing information for the products listed is accurate and complete, and shall not be false, misleading, incorrect, etc. You agree to indemnify Crotor and its parent company and affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties. In addition to the indemnification and legal remedies that Crotor may have, in case of any legal or regulatory proceeding or notice issued against Crotor, you shall immediately reimburse the penalties plus legal expenses incurred by Crotor.

You confirm that:

  1. you are allowed to list Products(s) for sale on the Platform subject to your compliance with these Seller Terms. You must be legally able to sell the Products(s) you list for sale on the Platform.;
  2. You must ensure that the listed product(s) do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics and pictures that describe your product for sale;
  3. All listed product(s) must be listed in an appropriate category on the Platform. All listed Products must be kept in stock for successful fulfilment of sales.
  4. The listing description of the product must not be misleading and must describe actual details and condition of the product. If the product description does not match the actual condition of the product, you agree to refund any amounts that was charged to the buyer;

You grant Crotor a non-exclusive, royalty-free, irrevocable, perpetual and fully sublicensable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and Crotor and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose.

You agree that the rights granted above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Crotor, including the execution of deeds and documents, at its request.

Since Crotor lists numerous products and brands for sale offered by various vendors and sellers on its Platform, it is not possible for us to be aware of the contents of each product listed for sale, or each comment or review that is displayed or state confidence to its accuracy and authenticity. You shall be solely responsible for the content of your Products.

If you believe that any content on the website is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libellous, obscene, pornographic, paedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, (” Objectionable Content “), please notify us immediately in writing. Once we are notified in writing with substantiation, Crotor will verify the content and make reasonable endeavours to remove such Objectionable Content notified about within a reasonable time.

Crotor does not warrant that product description or other content on the Platform is accurate, complete, reliable, current, or error-free and assumes no responsibility and liability in this regard. Crotor shall bear no responsibility or any regulatory liability in relation products listed and the contents therein.

Seller agrees and confirms that all the products listed on the Portal, including the contents related thereto, shall be strictly governed by the following binding principles, that content is not/ does not:

  1. vulgar, obscene content;
  2. adverse, offensive / derogatory reference to other corporations or brands;
  3. adverse, offensive / derogatory reference to any personality, living or dead;
  4. adverse, offensive / derogatory reference to communities, living or extinct;
  5. 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;
  6. misrepresentative or breach of confidence or breach of copyright or is otherwise offensive to the public;
  7. false, inaccurate or misleading in any way;
  8. infringe upon or violates any third party’s rights [including but not limited to intellectual property rights, rights of privacy;
  9. host, display, upload, modify, publish, transmit, update or share any information which shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
  10. not create liability for Crotor or cause Crotor to lose (in whole or in part) the services of its internet service provider or other Users.
  11. Disclaimer

You acknowledge and undertake that you are accessing the services on the Portal and transacting at your own risk and are using your best and prudent judgment before using and/or entering into any transactions, providing details through the Portal. You further acknowledge and undertake that you will use the Portal for business purposes only authorised under this ToU. We shall neither be liable nor responsible for any actions or inactions of sellers nor any breach of conditions, representations or warranties by the sellers or manufacturers of the products and hereby expressly disclaim and any all responsibility and liability in that regard. You acknowledge and agree that the Portal, all the materials and products (including but not limited to software) and services, included on or otherwise made available to you through this site are provided on “as is” and “as available” basis without any representation or warranties, express or implied.

We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the functions of the Portal or the content (including product or pricing information and/or specifications) of the Portal. While we have taken precautions to avoid inaccuracies in this Portal, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind.

  1. Indemnity And Release

You shall indemnify and hold harmless Crotor, its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers, from all claims, demands, losses, liabilities, costs, expenses, obligations and damages including reasonable legal fees, arising out of but not limited to

(a) your use of the Portal & Seller account;

(b) violation of any term of these Terms of Use;

(c) your submission, posting or display of any User content;

(d) any liability or defect in the Products offered/ listed for sale through the Portal;

(e)your negligence or wilful misconduct;

(f) any sale or offer of sale of counterfeit or fake Products through the Portal or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the Products;

(g) a breach of your representations and warranties set forth above;

(h) your violation of any law or the rights of a third party (including, without limitation, any copyright, property or privacy right);

(i) any claim that any content you submitted caused damage to a third party;

(j)any alleged or actual personal injury, death or property damage suffered by us arising from the supply or sale of Products by Seller; and/or

(k) any claim by a third Party or Buyer made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products. This indemnification obligation shall survive the termination of these Terms of Use and our Agreement.

 

You hereby expressly release Crotor or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions and specifically waive any claims or demands that you may have in this behalf under any statute, contract or otherwise.

  1. Limitation Of Liability

Crotor or its group companies or directors, employees, contractors, officers of Crotor or of its group companies shall not be liable for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other direct or indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the Portal.

  1. Events Beyond Our Reasonable Control

We will not be held responsible for any delay or failure to comply with our obligations under these ToU, if the delay or failure arises from any cause which is beyond our reasonable control..

  1. Violation / Breach Of THE TOU

If Crotor determines, in its sole discretion, that you have breached any portion of the ToU and receives information of any alleged breach, or you have otherwise demonstrated conduct inappropriate, Crotor reserves the right to, but not obligation to:

  1. warn you via e-mail that you have violated the terms of the ToU;
  2. delete/amend/modify any user content provided by you or your agent(s);
  3. suspend or discontinue your registration(s) including any services;
  4. suspend your seller account, immediately, remove your information, suspend/terminate/block your account , block your access to the Platform;
  5. notify and/or send user content to and/or fully cooperate with the proper law enforcement authorities or the third party for further action; and/or pursue any other action which Crotor may deem fit, subject to other remedies available under law.
  6. You may not use the Portal software for any illegal purpose. Your rights to use the Portal software will automatically terminate without notice from us if you fail to comply with any of these ToU, or any other terms. Additional third-party terms contained within or distributed with certain Portal software that are specifically identified in related documentation may apply to the Portal software (or software incorporated with the Portal Software) and will govern the use of such software in the event of a conflict with these ToU
  7. Trademark, Copyright And Intellectual Property Rights

The “Crotor” name and logo and all related product and service names, design marks and slogans are the trademarks, logos or service marks(hereinafter referred to as “Marks”) are the exclusive property of CROTOR. No trademark or service mark license is granted in connection with the materials contained on this Portal. Access to this Portal does not authorize anyone to use any Marks in any manner. Marks displayed on this Portal, whether registered or unregistered, of CROTOR or others, are the intellectual property of their respective owners, and CROTOR shall not be held liable in any manner whatsoever for any unlawful, unauthorized use of the Marks. Other CROTOR graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of CROTOR or its affiliates. CROTOR and its affiliates’ trademarks and trade dress may not be used in connection with any product or service that is not CROTOR or its affiliates’ as applicable, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits CROTOR or its affiliates.

All content and layout included on the Portal, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software etc, is the sole property of Crotor, its affiliates or its parent company and is protected by laws of India and other international copyright, authors’ rights and database right laws.

CROTOR and its suppliers and licensors expressly and exclusively reserve all the intellectual property rights in all text, programs, products, processes, technology, content, software and other materials, which appear on this Site, including its looks and feel. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying, reproducing, duplicating, republishing, posting, transmitting, distributing or modifying, in any manner whatsoever.

CROTOR respects the intellectual property of others. In case you feel that your trademark has been infringed or that your work has been copied in any way that constitutes copyright infringement you can write to CROTOR.

  1. Data Security & Confidentiality

The right of the seller to make use of this Portal and any Material or other content appearing on it is subject to your compliance with these ToU terms. Modification or use of the material or any other content on this Portal for any purpose not permitted by these ToU terms are a violation of the Copyrights and/or Trademarks protected by law and is prohibited. Information on our Portal is proprietary, privileged & confidential.

The material and all other content on this Portal shall not otherwise be copied, reproduced, republished, uploaded, posted, transmitted, distributed or used in any way. Crotor transfers no right, title or interest in any content on the Portal to you, whether as a result of your downloading content or otherwise. Any authorization to copy material granted by Crotor in any part of this Portal for any reason is restricted and is copyright and other proprietary of Crotor. You shall not use, alter, copy, distribute, transmit our Portal content, or create another work based on that content, except in any case as expressly permitted by these Terms of Use. You may only use this Portal and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through this Portal. You recognize that storing, distributing, or transmitting unlawful material could expose you to criminal and/or civil liability.

  1. Privacy Policy

These Terms of Use shall be read in conjunction with Crotor’s Privacy Policy on www.crotor.com to understand how Crotor collects, uses & discloses the information of its users. For sake of clarity, we shall only use your information in accordance with this Terms of Use and Privacy policy.

16.Applicable Laws and Dispute Resolution

By visiting this Site, you agree that the laws of India will govern these Terms of Use and any dispute of any sort that might arise between you and CROTOR or its affiliates.

  1. Waiver

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Crotor’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

  1. Contact Us

Reach out to us for any questions/technical feedback/queries.

  1. Electronic Communication

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing

This electronic record is generated by a computer system and does not require any physical or digital signatures.

 

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