9) any content which Parent in its sole discretion determines as illegal, unlawful, or otherwise inappropriate
(2) Parent in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.
(3) Data in the OrderBox Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent:-
1. To perform services contemplated under this agreement; and
2. To communicate with Parent on any matter pertaining to Parent or its services
(3) Data in the OrderBox Database cannot specifically be used for any purpose listed below :-
1. Mass Mailing or SPAM; and
2. Selling the data
APPENDIX 'B'
CONFIDENTIALITY
Customer's use and disclosure of Confidential Information is subject to the following terms and conditions:-
(1) With respect to the Confidential Information, the Customer agree that:
(1) The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent.
(2) The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and
(3) The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent.
(2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:
(1) is disclosed with Parent's prior written approval; or
(2) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or
(3) is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or
(4) is independently developed by the Customer without use of the Confidential Information; or
(5) is made generally available by Parent without restriction on disclosure.
(3) In the event the Customer is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Customer will promptly notify Parent in writing prior to making any such disclosure in order to facilitate Parent seeking a protective order or other appropriate remedy from the proper authority, at the Customer' expense. The Customer agree to cooperate with Parent in seeking such order or other remedy. The Customer further agree that if Parent is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
(4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer' possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Parent the Customer' compliance with this provision.
(5) The Customer shall provide full voluntary disclosure to Parent of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
(6) The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
(7) The Customer agrees that Parent shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.
APPENDIX 'C'
PAYMENT TERMS AND CONDITIONS
1. ADVANCE ACCOUNT
(1) Prior to purchasing any Parent Products, the Customer shall maintain an Advance Account with Parent.
(2) As and when, the Customer purchases Parent Products, the Customer's Advance Account balance shall be reduced as per the then current pricing of that Parent Product as mentioned in the Customer Control Panel or on the Parent Website or during the ordering process.
(3) Parent shall maintain a record of Customer's Advance Account balance, which shall be accessible by the Customer. If the Customer's Advance Account balance is insufficient for processing any Order then that Order may not be processed.
(4) The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent's choice. Parent has the right to modify the currency at anytime.
(5) Any negative balance in the Customer's Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, Parent has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Parent shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer's Advance Account.
(6) Parent shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer's Advance Account.
(7) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by Parent at anytime
2. PAYMENT TERMS
(1) Parent will accept payments from the Customer only by means specified in the Customer Control Panel
(2) Parent will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which Parent may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by Parent through a reasonable source. The exchange rate determined by Parent shall be undisputable.
(3) It is the Customer's responsibility to provide the Customer Username to Parent to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account.
(4) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then
(1) Parent may immediately suspend OrderBox Users' access to the OrderBox
(2) Parent has the right to terminate this agreement with immediate effect and without any notice.
(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed.
(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent's account.
(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.
(6) Any negative balance in the Customers Advance Account shall become immediately payable
(7) Parent shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.
3. PRICING TERMS
(1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Customer.
4. REFUNDS AND REIMBURSEMENT TERMS
(1) All Clear Balance pending in the Advance Account maybe refunded to the Customer, on request of the Customer unless otherwise indicated, including without limitation, if Customer has violated the OFAC Provision in Section 4 or if Customer has violated any other term of this Agreement. Such request must be sent to Parent in the manner prescribed by Parent.
(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.
(3) Parent will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. Parent will determine in its sole discretion appropriate conversion rates for currency exchange
(4) Parent will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.
Monday, March 24, 2025
