Notice Of Injury Form (C-1: Fill & Download for Free

The following are a few promising fields that have opened up for CAs. Please remember that the CA qualification can be compared to an MBBS qualification and further specialisation is required akin to an MD specialisation to exploit the opportunities.GST Audit and Tax advisory services : Many entitities have to file their annual returns under GST with reconciliation as of 31st December of every year. Audit report either of a CA or CMA is required. This is one of the nascent areas recently opened up for practise along with GST advisory services.Valuation of Financial Assets : Valuation of Financial Instruments under IND AS and other valuations as required under the Companies Act 20123 requiring a valuers certificate. Practicing CAs are eligible subject to eligibility conditions as prescribed by Central GovernmentInsolvency Professional : A Chartered Accountant,who has enrolled as a member of ICAI and has ten years of experience [Regulation 5(c)(iv) of the IBBI (Insolvency Professionals) Regulations, 2016], Successfully completed the National Insolvency Programme, as may be approved by the IBBI [Regulation 5(c)(i) of the IBBI (Insolvency Professionals) Regulations, 2016], or Successfully completed the Graduate Insolvency Programme, as may approved by the IBBI [Regulation 5(c)(ii) of the IBBI (Insolvency Professionals) Regulations, 2016].And Has passed the Limited Insolvency Examination within twelve months before the date of his application for enrolment with the insolvency professional agency [Regulation 5(a) of the IBBI (Insolvency Professionals) Regulations, 2016].And Has completed a pre-registration educational course, as may be prescribed by the IBBI, from an IPA after his enrolment as professional member. [Regulation 5(b) of the IBBI (Insolvency Professionals) Regulations, 2016].IT (Laws) and Compliance: Information technology has changed the way the world works. Things that used to take days are now completed within hours and minutes. A single person can now run an entire business thanks to IT. Information Technology is a technical domain that runs parallel to all modern industries and helps in making them more efficient. IT laws and regulations, and compliances under these laws have become extremely important especially under increased cyber threats and information distribution concerns. There are also areas like e-waste regulations and compliances regarding the same. Why do you need to know about it? IT has updated the entire process. Gone are the days when CAs were thought of in the same vein as a “munshi”. Today's CAs have access to an entire new world. CAs are now expected to recommend the best practices to management and reduce costs to aid savings while focusing on improving profits. They must also advice their clients on compliances under various information technology laws, such as data protection, having the right paperwork in place for online businesses and even policy issues at times. If you are looking to expand your expertise in a new area, then IT laws is definitely a great option. You can, for example, gain expertise in e-commerce & fintech regulations. You could also get a well-known certification in cyber law for increased credibility in this field. Also fields like Data analytics and Cyber security assurance are fields where a CA could thrive and use his logical and analytical skills.Labour and Employment laws compliance and advisory: All the laws regarding labour and employment come under the broad category of 'Employment Law'. It is responsible for protecting the rights of the labour force and with the help of amendments and judicial clarifications in the Industrial and labour laws, balance the interests of employers and employees. India is expected to rapidly reform its labour laws, and a lot has already been changing, to make India a competitive place to do business since its labour laws are often considered backdated and unfriendly to new age businesses. Still, India has hundreds of labour legislations that are complex to understand and follow. Labour laws enumerate the various rights and obligations of the employees and employers. It covers a range of issues from employment contracts, payment, procedures, settlement of dispute, statutory compliances, maternity benefits, leaves and holidays, workplace injury and compensation, gratuity and provident fund related issues, registrations and maintenance of various statutory registers and such other aspects. Why do you need to know about it? CAs are often expected by clients to take care of all the compliances. Clients automatically come to CAs for employment related compliances as well. There are definitely specialized firms that handle only employment law compliances. However, most SMEs and traditional business folks find it more comfortable to deal with their existing CA rather than roping in a new services provider. As a CA, with the necessary knowledge about labour laws and procedure, you can create an additional area of practice and revenue stream by taking care of these compliances and even advising clients on the same. Some of the areas to explore here are: Policy drafting - Various workplace policies such as whistle blower policy, conflict of interest policy, CSR policy, anti-sexual harassment policy etc. - you can make a suite of policies and provide the same to your clients with customization as required. Labour law audit - offer a labour law audit to your clients. Most of them are stuck at various degrees of non-compliance and have no idea Offer registration services - there are many registrations required under labour laws for both manufacturing and white-collar offices. Most of the time SMEs have no idea about these and big companies are happy to outsource what they consider to be drudge work. Maintaining various records, registers and displays - India has a plethora of labour laws under which many records, registers and displays are supposed to be maintained. You can help your clients to become compliant with these laws.Contract Management and Advisory: Commercial contracts include joint venture agreements, terms and conditions for services, vendor agreements, purchase and supply agreements, service level agreements, franchise agreements, shareholders' agreements and lease and rental agreements amongst others. Many business agreements are quite simple and does not require massive amount of legal knowledge to either draft or negotiate. A smart person, with minimal experience, can easily work with a good template and churn out a decent business contract in a large majority of business situations. While one could go to a law firm for expensive contract drafting services, which is often justified when stakes are high, for day-to-day matters simple standard form templates do just fine.Bigger accounting firms usually collaborate with legal teams to make templates for all the necessary contracts a company might need, from employment and founder agreements to vendor agreements. These need to be updated regularly keeping the latest laws and changing business scenarios in mind. Chartered Accountants are asked to advise on contractual matters once in a while because of their vast knowledge of compliances and regulations, but primarily because not every contract is worth hiring lawyers. To improve skills on contract drafting and even negotiation, one has to undergo a contract drafting and negotiation course or have an LLB degree as an added qualification. Clients often look at their CA as a friend, philosopher and guide. If you are able to advice clients on their contracts, or explain to them about the merits or demerits of a clause, it will only increase your value as a trusted business advisor.Government Procurement and Tendering :Organisations, institutes and governments send out formal structured invitations called ‘Request for Tender’ to prospective suppliers or publish in the newspapers or designated notice boards to submit a bid to supply particular products and/or services. There is an elaborate bidding process. Government being a big spender, clients can make a lot of money from a tender if they get it. However, the complexity of this bureaucratic process requires them often to get some expert help. As a CA you can be very useful to any supplier looking to secure a government contract. You already have much of the prerequisite knowledge regarding compliances, conditions and regulations to help in this process. However, a specific knowledge regarding how government contracting works, laws, regulations and important judgment related to tender and bidding process is necessary. The Government has come out with a lot of strategies to help SMEs especially to ensure that they get a good part of the government contracts available. Many tenders are reserved for SMEs and small companies. These SMEs, many of which may already be your client, may not have gotten started with government contracts. As a CA, you can open that door for them, guide them and as a result, help them to grow. You can learn more about managing government tenders from our certificate course on Government contracts, tender management and regulations. A lot of businesses can do better only if they have a more knowledgeable person guiding them through the process. As bigger consulting firms hardly ever consult smaller businesses, you can fill the void and manage the tender applications for these smaller suppliers.Due diligence: Due diligence refers to a comprehensive set of steps taken by a prospective buyer to appraise and get an accurate understanding of the assets, liabilities and commercial potential of the deemed product. Due diligence is very important as it enables you to understand and fully grasp the positive as well as negative outcomes of getting involved or investing in something. CAs have always been involved in financial and tax due diligence, which is part of every M&A, investment deal and any large finance round. However, CAs are not always comfortable with conducting a legal due diligence, nor is it appropriate for CAs to give legal opinion. However, with a lot of growth (and deals) coming from the startup market, there is a need of professionals who have a broader understanding of things and possibility of hiring multiple professionals is limited. Clients in this market prefer a professional who can look into all the sides. This gives CAs an opportunity to be more competitive if they understand the legal due diligence process apart from financial and tax due diligence.Chartered Accountants are very well aware of due diligence with years of experience starting right from articleship. If you want to succeed and advance in your career, you have to be very good with your due diligence. You need to be thorough and detail oriented. Every CA has had enough exposure to due diligence and yet you see some being better at it than others. Due diligence is a very hands on process and requires a lot of time and effort, but it also opens you up to bigger things since it is so obviously needed. A CA having additional knowledge on legal side due diligence can be very impressive.Intellectual Property :As IP is becoming increasingly important to a large number of businesses, in booming sectors like media, technology and pharma, the CAs who work with them are increasingly facing IP related issues. The work varies from valuation of intellectual property to licensing and assignment deals. Building and enforcing internal standards for managing IP portfolio is also a major area of work where CAs have natural proclivities and these fit nicely into existing responsibilities. CAs can benefit a lot by learning more about IP laws, regulations, IP contracts and best practices in the market related to IP. CAs can now file trademark and copyright .Corporate Governance :Corporate Governance refers to the system of rules, regulations and practices by which a company is directed and controlled. It basically involves balancing the interests of the company, its' investors, the shareholders, the workers, the suppliers, the vendors, government and the community. Good, stable and a well thought out corporate governance system is responsible for the smooth operation of any company. It identifies the rights and responsibilities among all of it's' participants. In fact, listed companies which are known to have amazing corporate governance receives a premium in the marketplace as investors consider the risk of investing in such companies to be much lower. Especially foreign investment flows mostly to only such companies, which makes every listed company very interested in corporate governance. CAs being the quintessential business advisors, can play a big role in corporate governance. In fact, many of the most prized independent directors, and even executive directors are well known CAs. Chartered Accountants need to apply fine principles of Corporate Governance when called upon. You have the potential to do a lot in this field. You can provide specialized guidance in designing the code of conduct, risk management framework and all the regulations associated with them. You can also work on things like whistleblowing policy and implementation, sexual harassment policy and implementation, conflict of interest policy etc. Managing finance of the company is another major area of work for CAs, but they can sometimes fall short on knowledge in certain specialized areas such as negotiation of term sheet for investment (for angel or VC investment), FDI or ECB regulations, or maybe corporate insolvency resolution. Corporate Governance is one of the more important tasks that come across an accountancy firm desk and it is not just plain corporate compliance. There is a strategic angle to corporate governance. So update your skills to match the demand.Special Economic Zone Laws :Special Economic Zones (SEZ), which are specially designated zones where export oriented units function under relatively easy laws and regulations have been attracting massive amount of Foreign Direct Investment and number of announced SEZs stand over 500 already. Out of these, according to the government, as of December 2017, 222 were operating. SEZ is serious business as most of export oriented manufacturing, services and trade is quickly shifting to various SEZs. Interestingly, SEZs have unique rules, regulations and compliances. This is an excellent area of practice to target.Corporate Social Responsibility : Corporate Social Responsibility refers to the role that corporations are expected to play in meeting the agenda of sustainable development by providing a balanced approach towards economic progress, social progress and environmental stewardship. Even though CSR in India tends to focus on what is done after the profits have been made, as per the Companies Act of 2013, India became the first country in the world to mandate and quantify CSR expenditure. It effectively requires certain big companies to give a minimum of two percent of its profit to charity.There has been a considerable increase in the CSR spending by companies. CAs are often called on to audit CSR projects, and even handle CSR committees that companies are required to set up. Shortlisting, approving and coordinating CSR projects also require qualified professionals with financial acumen. Concepts like “inclusive growth” and “responsible enterprise” are actually being used to bring about better corporate governance. You can make a positive change in the society by spearheading or advising on effective CSR projects.Foreign Direct Investment : Foreign Direct Investment refers to an investment or buying equity interest in a company by a foreign entity or investor or acquiring business assets of one country by an entity based out of another. FDI is a critical part of India's economic growth and is a major non-debt source of capital for India Inc. Foreign companies look forward to investing in India because of the lower cost of resources and wages as well as special investment privileges that the Government of India offers. Many accounting firms as well as independent accountants have already jumped on this bandwagon over the last 2 decades as FDI juggernaut has so far been unstoppable. FDI related work usually pays very well. If you have the knowledge about the regulations, compliances, documentation, usual negotiation points and restrictions about FDI in different sectors,External Commercial Borrowings : External Commercial Borrowing basically refers to a loan availed by an Indian entity from a non-resident lender. These loans are mostly provided by foreign commercial banks or financial institutions. ECB is one of the prominent forms of foreign funding. The Indian Government has a very comprehensive policy regarding ECB that regulates the flow and puts the necessary restrictions, interest rate ceilings, maturity period, ceiling on total amount borrowed et cetera. ECBs provide the opportunity to borrow a significantly large amount of money with a possibly longer terms and lower interest rates. As a CA with a substantial knowledge of corporate law and the regulations surrounding ECB, you can help corporations raise ECBs from internationally recognised sources like banks, international markets, etc. These deals help secure a substantial cash reserve which can be used to help the company jump leagues ahead of the competition if used well. There is tons of work for CAs to do in this, including project viability reports, RBI compliances, general advisory and preparation of documents.Foreign Contribution Regulation Act : Non-profit organisations and NGOs are supported by funds received from foreign donors/initiatives/groups. Just like companies, NGOs and not-for-profit societies, trusts and foundations also need a CA. Especially in this area, a CA with precise knowledge of the regulations and conditions, as well as experience of dealing with the government is critical. This is a good and undervalued niche with good potentials wherever there are many NGOs. As a CA, one can help clients to register under the required government regulations and follow all the prerequisite conditions in case they would like to continue to receive foreign contributionFinancial and Technological laws (Fintech):he fintech market is relatively new to India. It started as small mobile payments initially and has since grown into a vibrant and diverse market. Fintech generally refers to companies that use technology to provide financial services. Fintech-specific laws have still not been placed in the country although RBI has certain regulations in place. SEBI has formed a panel to oversee fintech's impact on the market. From cryptocurrencies changing how banking is done around the world to creating new asset classes, blockchain technology making headlines every day, digital goods in games like Second Life becoming a billion dollar economy, fintech is probably the fastest growing sunrise industry today. Many professionals would love to get a piece of this pie except that they have no idea how to. As India doesn't have up-to-date fintech laws, it is in the perfect situation. This has made India the hotspot for the global fintech market. Every major and minor player is coming to India also because of its massive market which is extremely cash heavy. Currently there are no major restrictions or prohibitions to the fintech market although stricter norm are rumoured to be put in place soon. This gives every CA a unique opportunity as a man with the know-how. You can utilise the pre-existing knowledge of corporate laws, acquire fintech specific knowledge and make good money by helping out the burgeoning bandwagon of companies starting up in this space or looking to enter the Indian marketplace.Mergers and Acquisitions (M &A): ergers and acquisitions - the inorganic processes through which businesses attempt to achieve exponential growth, new market entries, vertical expansion and a lot more - have always been a special area of interest of lawyers, bankers and CAs. As the stakes involved are usually very high, this work pays extremely well. M&A has been a tough practice to break into where the big 5 have a stranglehold. However, in India the M&A industry is growing quite fast, with ever expanding and formalizing economy combined with the national push towards a digital India working its way with the startup culture. There is a lot more M&A work than ever. However, trained professionals are few. You have to understand that the startup boom of the last few years have created a new window of opportunity in the M&A market in India which never ever existed, and it seems that the window is growing bigger with the startup ecosystem maturing. There are fewer frivolous startups, but funding and acquiring activity is really frenetic. Apart from full acquisitions, acquihires are quite in vogue. As a CA, you are already likely to have quite a bit of knowledge on the subject matter. However, M&A are complicated processes that require a lot of legwork, and new practices are always evolving in this high speed high stakes market. Most of the big companies in the world, employ one of the Big Four alongside their legal firm to handle and oversee M&A. However, currently, a lot more than just fortune 500 companies have started to engage in M&A deals. In fact, M&A is quite hot right now in private companies' space, apart from mid-cap and small cap. Even SMEs are looking and M&A with technology companies leading the pack. Not all acquirers are comfortable with paying big firm fees. If you have a look at some of the most successful companies in the last decade, they have grown from small startups in somebody's basement to multinational conglomerates by always expanding. Even relatively smaller startups are always considering acquisitions and acquihires. As a CA, you have a clear opportunity to help yourself and your firm by learning as much as you can about M&A. Accountancy firms generate a lot of revenue through M&A.Import Export Laws : India's import and export processes are regulated under the Foreign Trade Act of 1992 and the EXIM (Export Import) Policy. These laws regulate both the processes while simultaneously categorising and classifying all the goods involved. As import-export dynamics dictate a significant part of the national finances, these laws are very judiciously implemented and enforced. Import-Export is one of the most profitable commercial avenues that exist in the world now. A lot of this money-making operation depends on the knowledge of the people that undertake them about trade barriers, taxation rules, customs regulations, et cetera. These laws are changed internationally on a regular basis depending on financial stability or diplomatic relationships. As a CA, if you are well-versed in import and export laws of the country and can make the effort to learn about others, you can find yourself a very good position as counsel to companies and organisations that are involved in this business.Startup Advisory : There is a lot of opportunity for this market to grow in coming years, and CAs who specialize in startup related work have a great demand in the market. At the lower end the work is very simple and competition is steep, but as one goes to the higher end of the market, work is sophisticated, competition is few and pay is good. Focusing solely on venture funded companies is probably a bad idea, though they can make excellent clients too. Those who are new in this area should start with sustainable but small startups working hard to claw their way up the value chain. Long term bets are likely to pay off better at this point of time in the startup market. Also, noticing new and important trends are important. At the moment, machine learning, blockchain and AR/VR are the major trends in the startup world. The next trend could be adaptive security architectures, or voice command solutions. There are many possibilities, but a startup advisor has to identify trends early so that they can be at the right place and the right time.Risk Management Professional ( CRO) : Organisations with a dynamic business environment require a professional with expertise to map the risks and lay out strategies to manage risk. A CA with a risk management certification gets an edge since he has the knowhow to better handle emerging situations and isolate risk factors and handle the outcomes in a better and planned manner

AMAZON CUSTOMER SERVICE 9679824416**Amazon Services Business Solutions Agreement**Last updated: March 2020**General Terms**Welcome to **Amazon Services Business Solutions**, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA) and Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP) .THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("**YOU**") AND AMAZON SELLER SERVICES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE AMAZON SITE.As used in this Agreement, "**we,**" "**us,**" and "**Amazon**" means the Amazon company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions) below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.**1. Enrolment**To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Amazon’s Privacy Notice (Amazon.in Privacy Notice).**2. Service Fee Payments**Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the Amazon Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Amazon (with respect to such Amazon Site, "**Your Credit Card**") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Amazon Site, "**Your Bank Account**"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Amazon's option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Amazon shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Amazon concerning whether any amounts are payable or due.If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Amazon Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.**3. Term and Termination**The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Amazon’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15 and 17 of these General Terms survive.**4. Licence**You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Amazon product or service, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable Amazon Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).**5. Representations**Each Party represents and warrantsthat: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.**6. Indemnification**6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "**Claim**") arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by Amazon Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Amazon) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.6.2 Amazon’s indemnification obligations. Amazon will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) Amazon’s non-compliance with applicable laws; or (b) allegations that the operation of an Amazon Site infringes or misappropriates that third party’s intellectual property rights.6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.**7. Disclaimer**a. THE AMAZON SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE AMAZON SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AMAZON TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE AMAZON (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.**8. Limitation of Liability**WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE AND THE AMAZON SITE GIVING RISE TO THE CLAIM.**9. Insurance**If the Sales Proceeds from Your Transactions through the Fulfilment by Amazon Service in connection with the Amazon Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Amazon Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Amazon Site, including products liability and bodily injury, naming Amazon and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the **coverage** to the following address: *Amazon Seller Services Limited, 8th Floor, Brigade World Trade Center, 26/1 Dr. Raj Kumar Road, Malleswaram, Bangalore 560055; *and with a copy to: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.**10. Tax Matters**Your use of Services is subject to Amazon’s Tax Policies (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch). You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner.As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Amazon is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Amazon will deduce the location of recipient, the billing details, place of supply and applicable taxes.If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Amazon will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Amazon.It is your responsibility as a seller on the Amazon Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Amazon Site.For reporting transactions undertaken by you on the Amazon Site, you should consider the Merchant Tax Report (MTR) made available to you on Seller Central.In case of any discrepancy in the reporting / returns filed by you and Amazon, you agree that you will resolve such discrepancy immediately and indemnify Amazon against any tax, interest and penalty payable in this regard.**11. Confidentiality and Personal Data**During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain Amazon's exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Amazon Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).**12. Force Majeure**We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.**13. Relationship of Parties**You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Amazon is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.**14. Suggestions and Other Information**If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Amazon Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.**15. Modification**We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.**16. Password Security**Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.**17. Miscellaneous**This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Amazon. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.Amazon retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.Amazon will provide notice to you under this Agreement by posting changes on Seller Central or on the applicable Amazon Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to Amazon to our Selling Partner Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Seller Central Notification Preferences page via Amazon (Amazon) and follow the steps.You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.Please continue to use Seller Central as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.**Definitions**As used in this Agreement, the following terms have the following meanings:**"Affiliate"** means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Amazon, "Affiliate" means solely its Affiliates domiciled in India.**"Amazon Associated Properties"** means any website or other online point of presence, other than the Amazon Site, through which any Amazon Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.**"Amazon Site"** means Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More).**"Business Days"** means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Seattle, Washington, United States of America; Luxembourg; and the Republic of Singapore.**“Confidential Information"** means information relating to us, to the Services or Amazon customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.**"Content"** means copyrightable works and other content protected under applicable Laws.**"Excluded Products"** means any products or other items set forth in the excluded products list for the Amazon Site or any other Amazon Program Policy that applies to your use of a Service, and any other products or other items that in Amazon's sole discretion are not supported for a Service.**"Insurance Limits"** means INR 5,00,00,000**"Insurance Threshold"** means INR 5,00,000**"Intellectual Property Rights"** means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.**"Law(s)"** means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.**"Local Currency"** means Indian Rupees (INR).**"Order Information"** means, with respect to any of Your Products sold through the Amazon Site, the order information and shipping information that we provide or make available to you.**"Person"** means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.**"Program Policies"** means, all policies and program terms provided on the ‘Policies and Agreements’ (Programme Policies) page.**"Purchase Price"** means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).**"Sales Proceeds"** means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.**"Seller Central"** means the online portal and tools made available by Amazon to you, for your use in managing your orders, inventory and presence on the Amazon Site.**"Service"** means each of the following services that Amazon makes available on or in connection with the Amazon Site: the Selling on Amazon Service, Fulfilment by Amazon Service and Amazon Advertising.**"Service Terms"** means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.**"Technology"** means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.**"Trademark"** means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.**"Your Account"** means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Amazon may make available to you, for your use in managing your orders, inventory and presence on the Amazon Site.**"Your Materials"** means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Amazon or its Affiliates.**"Your Product"** means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Amazon Service and/or fulfilled or otherwise processed through the Fulfilment by Amazon Service in connection with Your Account, or made available for advertising by you through Amazon Advertising.**"Your Sales Channels"** means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.**"Your Taxes"** means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the Fulfilment by Amazon Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Amazon or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Amazon; or (b) the fulfilment, shipping, gift wrapping or other actions by Amazon to Your Products pursuant to the Fulfilment by Amazon Service Terms.**"Your Trademarks"** means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.**"Your Transaction"** means any sale of Your Product(s) through the Amazon Site.**Selling on Amazon Service Terms**The Selling on Amazon Service ("**Selling on Amazon**") is a Service that allows you to list products for sale directly via the Amazon Site. Selling on Amazon is operated by Amazon Seller Services Private Limited. These Selling on Amazon Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Amazon. BY REGISTERING FOR OR USING SELLING ON AMAZON, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE SELLING ON AMAZON SERVICE TERMS. Unless defined in these Selling on Amazon Service Terms (including the Selling on Amazon Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions)), all capitalized terms have the meanings given them in the Business Solutions Agreement.**S-1. Your Product Listings and Orders****S-1.1 Products and Product Information.** You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Amazon Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Amazon Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Amazon Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Amazon Site. For each item you list on the Amazon Site, you will provide to us the state or country from which the item ships.**S-1.2 Product Listing; Merchandising; Order Processing.** We will list Your Products for sale on the Amazon Site in the applicable product categories which are supported for third party sellers generally on the Amazon Site on the applicable Selling on Amazon Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the Amazon Associated Properties or any other functions, features, advertising, or programs on or in connection with the Amazon Site). Amazon reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Amazon Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Amazon Site and Amazon may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.**S-1.3 Shipping and Handling Charges.** For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Amazon Site and further subject to any shipping and handling charge Program Policies for the Amazon Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Amazon-Fulfilled Products, Amazon will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Amazon Service Terms.**S-1.4 Credit Card Fraud.** We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.**S-2. Sale and Fulfilment, Refunds and Returns****S-2.1 Sale and Fulfilment.** Other than as described in the Fulfilment by Amazon Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the Amazon Site for which you decide to register or use the Selling on Amazon Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Amazon-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Amazon Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Amazon Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Amazon information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to the storage, fulfilment and delivery of such Amazon-Fulfilled Products.**S-2.2 Returns and Refunds.** For all of Your Products that are not fulfilled using Fulfilment by Amazon, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Amazon Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through Amazon. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by Amazon, the Amazon Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Amazon Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.**S-3. Problems with Your Products****S-3.1 Delivery Errors and Nonconformities; Recalls.** You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under *Section S-1.4*; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.**S-3.2 A-to-z Guarantee and Chargebacks.** If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the Amazon Site, or other dispute, relating to the offer, sale or fulfillment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.**S-4. Compensation**You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Amazon Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "**Selling on Amazon Subscription Fee**" means the fee specified as such on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time such fee is payable. With respect to each of Your Transactions: (x) **"Sales Proceeds"** has the meaning set out in the Business Solutions Agreement; (y) **"Closing Fees"** means the applicable fee, if any, as specified in the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site; and (z) **"Referral Fee"** means the applicable percentage of the Sales Proceeds from Your Transaction through the Amazon Site specified on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time of Your Transaction, based on the categorization by Amazon of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Amazon-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.All taxes or surcharges imposed on fees payable by you to Amazon will be your responsibility.**S-5 Sales Proceeds & Refunds.****S-5.1.Nodal Account.** Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "**Nodal Account**") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 http://DPSS.CO.PD.No (http://DPSS.CO.PD.No).1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("**Reserve**"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.**S-5.2.** Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Amazon Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee."**Eligible Transaction**" means Your Transaction against which the actual shipment date has been confirmed by you."**Designated Day**" means any particular Business Day of the week designated by Amazon on a weekly basis, in its sole discretion, for making remittances to you."**Payment Date**" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction."**Settlement Amount**" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Amazon Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Amazon Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for Amazon Site), if applicable; and (h)tax collected at source under applicable Law.**S-5.3.** In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "**Payment Failure**"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.**S-6. Amazon’s Marketplace, Websites and Services**Amazon has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Amazon Site or the Amazon Associated Properties, and all aspects of each Service, including your use of the same. Amazon may assign any of these rights or delegate any of its responsibilities.**S-7. Tax Matters**In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Amazon in advance in writing.All payments by Amazon to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Amazon will retain, in addition to its net fees together with any applicable taxes that Amazon determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Amazon.You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Amazon shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Amazon will have right to reject the claim if the claimed amount does not match with service fees invoices. Amazon shall maintain the right to recover any excessive claims paid to you.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.**Selling on Amazon Definitions****"Amazon-Fulfilled Products"** means any of Your Products that are fulfilled using the Fulfilment by Amazon Service.**"Amazon Refund Policies"** means the return and refund policies published on the Amazon Site.**"Estimated Ship Date"** means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Amazon Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Amazon designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.**"Refund Administration Fee"** means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.**"Required Product Information"** means, with respect to each of Your Products in connection with the Amazon Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Amazon may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Amazon from time to time); (d) categorization within each Amazon product category and browse structure as prescribed by Amazon from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Amazon published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).**"Seller-Fulfilled Products"** means any of Your Products that are not fulfilled using the Fulfilment by Amazon Service.**"Selling on Amazon Launch Date"** means the date on which we first list one of Your Products for sale on the Amazon Site.**"Shipment Information"** means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.**"Street Date"** means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.**"URL Marks"** means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, http://co.in (http://co.in), http://co.uk (http://co.uk), .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).**"Your Transaction"** is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Amazon only.**Fulfilment by Amazon Service Terms**Fulfilment by Amazon ("**FBA**") provides fulfilment and associated services for Your Products. FBA is operated by Amazon Seller Services Private Limited.These FBA Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE FBA SERVICE TERMS. Unless defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.**F.1. Your Products**Once you are accepted into FBA, you must apply to register each product you sell that you wish to include in the FBA program in connection with the Amazon Site. You may not include any product in the FBA program which is a FBA Excluded Product for the Amazon Site you wish to register Your Product with. We may refuse registration in FBA of any product in connection with the Amazon Site, including on the basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBA in connection with the Amazon Site.**F.2. Product and Shipping Information**You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBA (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.**F.3. Shipping to Amazon****F.3.1.** For the Amazon Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Program Policies for the Amazon Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Units comply with Amazon's labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and Amazon will not pay any shipping costs except as provided in *Section F-3.2*. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfilment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by Amazon will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to *Section F-7*).**F.3.2.** You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) calendar days after we notify you that we are in possession of it. In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.4. Storage**We will provide storage services as described in these FBA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)*. Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. The replacement value is inclusive of any VAT/CST/good and services tax (as applicable) and if the replacement value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to Amazon. In consideration of payment of the replacement value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfilment Centres in accordance with Section 14, and you will comply with any of these restrictions or limitations.**F.5. Fulfilment**We will ship Units from our inventory of Your Products in connection with the Amazon Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.**F.6. Customer Returns****F.6.1.** We will receive and process returns of any Amazon Fulfilment Units in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies for the Amazon Site. Any Sellable Units registered in connection with the Amazon Site that are also Amazon Fulfilment Units and that are properly returned will be placed back into the inventory of Your Products in the FBA Program for the Amazon Site. We may fulfil customer orders for Your Products in connection with the Amazon Site with any Amazon Fulfilment Units returned in connection with the Amazon Site. Except as provided in *Section F-7*, you will retake title of all Units that are returned by customers.**F.6.2.** Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any Amazon Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.4, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable Unit.**F.6.3.** You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.**F.7. Returns to You and Disposal****F.7.1.** You may, at any time, request that Units be returned to you. We may, with notice, return Units to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at Amazon's sole discretion, your designated shipping address within India. If the address we have for you in connection with the Amazon Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal.. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any checkposts.**F.7.2.** You may, at any time, request that we dispose of or destroy Units. In this case, we may dispose of or destroy these Units as appropriate based on the inventory. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Unit, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Unit.**F.7.3.** You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).**F.7.4. Disposal of Unsuitable Units.** In the event any Amazon Fulfilment Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section F.3.2), (a) dispose of or destroy such Unit in case you fail to remove such Unit from our Site Fulfilment Centre within a period of thirty (30) days from the date we notify you that its removal is required, for instance because your use of FBA is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Unit if: (i) we determine that such Unit has no replacement value; (ii) we determine that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.8. Reporting**You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Centres. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.**F.9. Customer Service****F.9.1.** We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to Amazon Fulfilment Units. We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any Amazon Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Program Policies for the applicable Amazon Site). Except as provided in this *Section F-9* regarding any Amazon Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.**F.9.2.** In situations relating to Amazon Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by Amazon as covered under the Program Policies causing such damage or loss we will, at our option for any Amazon Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable replacement value (as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)* for the replacement Unit or (ii) process a refund to the customer and pay you the replacement value for the Unit. Any customer refund will be processed in accordance with the Selling on Amazon Service Terms. Notwithstanding the terms of the Selling on Amazon Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on Amazon Service Terms and these Service Terms, respectively. Except as expressly provided in this *Section F-9.2* you will be responsible for all costs associated with any replacement or return.**F.9.3.** If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to *Section F-7*, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with *Section F-6*. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the Amazon Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.**F.10. Compensation****F.10.1. Fees.** You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBA Fee Schedule for the Amazon Site (https://sellercentral.amazon.in/gp/help/200209150?ref=ag_200209150_cont_G1791&language=en_IN). You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.**F.10.2. Shipping and Gift Wrap.** For any Amazon Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBA Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.**F.10.3. Taxes on Fees Payable to Amazon.** In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:(a) all services provided by Amazon to you are being received by your establishment under your designated VAT / goods and services tax registration number; and(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to Amazon belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Amazon; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by Amazon in case of any changes.Amazon reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize Amazon to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to Amazon upon request. Amazon reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Amazon.All payments by Amazon to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. Amazon will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to Amazon sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, Amazon will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, Amazon shall have the right to utilize the retained amount for discharging its tax liability.Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Amazon and Amazon shall provide necessary support and documentation as may be required by you for discharging your obligations.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.Any taxes applicable in addition to the fee payable to Amazon shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.**F.10.4. Registration of Fulfilment Centres for VAT / CST / goods and services tax:** Amazon understands and agrees that you would be required to register the Site Fulfilment Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall issue a no-objection certificate as required to enable you to register the Site Fulfilment Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified Amazon and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfilment Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while Amazon would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.**F.11. Indemnity**In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.**F.12. Release**You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the "**Releasing Parties**"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Amazon and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "**Released Parties**"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "**Losses**") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.**F.13. Disclaimer**IN ADDITION TO THE DISCLAIMER IN *SECTION 7* OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.**F.14. Effect of Termination**Your termination rights are set out in **Section 3** of this Agreement. Following any termination of the Business Solutions Agreement or these FBA Service Terms in connection with the Amazon Site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the Amazon Site as provided in Section F-7. If you fail to direct us to return or dispose of or destroy the Units within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Units in whole or in part, as provided in Section F-7, and you agree to such action. Upon any termination of these FBA Service Terms in connection with the Amazon Site, all rights and obligations of the parties under these FBA Service Terms with regard to the Amazon Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-11, F-12, F-13 and F-14 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.**F.15. Tax Matters**You understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold Amazon and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these FBA Service Terms and agree to pay any of these over to Amazon promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.**F.16. Additional Representation**In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).**FBA Definitions****"Amazon Fulfilment Units"** means Units fulfilled using FBA that are sold through the Amazon Site. For avoidance of doubt, if you have successfully registered for both FBA and Selling on Amazon for the Amazon Site, then the term "Amazon Fulfilment Units" and the defined term "Amazon-Fulfilled Products" in the Selling on Amazon Service Terms both refer to the same items.**"FBA Excluded Product"** means, with respect to the Amazon Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Program Policies for the Amazon Site (https://sellercentral.amazon.in/gp/help/help.html?itemID=521&ref=ag_521_bred_1801&).**"Sellable Unit"** means a Unit that is not an Unsuitable Unit.**"Seller Agreement"** means the Selling on Amazon Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Amazon) between you and us that permits you to list and sell products via the Amazon Site.**"Shipping Information"** means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.**"Site Fulfilment Centre(s)"** means the fulfilment centre(s) designated or used by Amazon to store and fulfill Units in connection with a particular Amazon Site.**"Unit"** means a unit of Your Product that you deliver to Amazon in connection with the FBA Program in connection with the Amazon Site.**"Unsuitable Unit"** means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with Amazon before shipment or do not match the product that was registered; (c) that is an FBA Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Program Policies); or (d) that Amazon determines is otherwise unsuitable.**Amazon Advertising Service Terms**The Amazon Advertising Service Terms govern your use of Amazon Advertising, a Service that allows you to advertise your products. The Amazon Advertising Service Terms apply to your use of the Ad Services.Your use of the Ad Services (as defined in the Amazon Advertising Agreement) is governed by the Amazon Advertising Agreement. You accept the Amazon Advertising Agreement, which may be updated from time to time by Amazon in accordance with its terms. The Amazon Advertising Agreement is available at Amazon Advertising - Advertising Campaigns (Amazon Advertising - Advertising Campaigns). In the event of any conflict between the General Terms or Program Policies and the Amazon Advertising Agreement with respect to the Ad Services, the Amazon Advertising Agreement will prevail to the extent of the conflict. If the Amazon Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.**Selling Partner API Terms****API-1 Description of the Selling Partner APIs**The “Selling Partner APIs” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access Amazon Transaction Information and your Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop software or a website that interfaces with the Selling Partner APIs or the API Materials (an “Application”), you must register as a Developer.We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner APIs solely for the purpose of supporting your business on Amazon. All terms and conditions applicable to the Selling Partner APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.**API-2 License and Related Requirements****API-2.1 Generally.**We grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner APIs or the API Materials (the “Selling Partner API Specifications”), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner APIs or the API Materials (the “Amazon Network”).**API-2.2 License Restrictions.**You may authorize Developers to access your Materials through the Selling Partner APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner APIs.**API-2.3 No License for Direct Access.**For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner APIs may only be licensed to Developers.**API-2.4 Account Identifiers and Credentials.**You must use the account IDs and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner APIs (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on your behalf. You may only authorize access to Amazon Transaction Information and Your Materials via the Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.**API-2.5 Security of Your Materials.**You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).**API-3 Termination****API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials.**Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and the API Materials may harm our customers.Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the Amazon Network for the purposes of the Selling Partner APIs and the API Materials.**API-4 Modifications to the Selling Partner APIs and the API Materials**We may change or discontinue the Selling Partner APIs or the API Materials (including by changing or removing features or functionality of the Selling Partner APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.**API-5 Disclaimers**THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.

In comparing norms in the East and the West, generalizations are required since we are speaking about over a billion individuals. To simplify my answer I focused on comparing the United States to India.In the West, we don’t like to kick people when they are down. A lot of people stick up for an underdog and may step forward to give them aid and comfort when this happens. A strong undercurrent (value) in the United States of protecting women and children has been prominent historically in our society although it provided more protection to Caucasian women than to minority women.Systemic psychological beatings and physically beating people when they are going through the worst time of their life has become uncommon in the Western countries. We understand that the vast majority of people who divorce feel bad about what is happening in their lives and we choose to support them—not vilify them.Divorce used to be taboo in the United States. Now that we know keeping people in marriages through societal pressure is unhealthy for individuals and society, divorce is often seen as the best solution to a problem. In the United States of the past, as it is elsewhere in the world today, taboo’s against divorce have a strong negative impact on the quality of life of the women living in the society.When divorce was taboo in the West, individuals stayed in marriages with abusive and addicted partners because of societal and religious pressures that often led to their deaths. It certainly prevented them from living productive lives since living with an abuser doesn’t leave anyone much energy or freedom to do anything other than survive.Source: I created the chart using data from the FBI Before someone points to a gun culture as the cause of intimate partner violence you need to know that strangulation and stabbings account for a high percentage of the murders reflected in these two charts. There are many ways to kill someone who lives with you. I noticed a change of attitude toward divorce after the release of the movie, The Burning Bed in 1984.[1]I have a friend who didn’t believe in divorce because of her religion. She was married to an alcoholic abuser. He worked the oil rigs off the Louisiana shore so he was gone several weeks at a time and would then return, drink and beat her. He didn’t care if their children saw him beating her. He would also go out and have sex with sex workers and get DUI’s. In any other state, he would have long since lost his driver’s license.His legal bills for driving under the influence kept them in poverty despite the good money he made on the rigs and her working full-time while raising the children on her own because he was on the rigs.People trapped in relationships by circumstances, mental beliefs that they cannot leave, and by societal or religious beliefs can end up dead or become murderers.Source: I created the chart using data from the FBI My friend finally left her husband, but most of the damage had been done. She was middle aged without two cents to rub together. A few short years later, when her sons were bigger than she was despite still being young teenagers, her eldest went to strike her when he didn’t like her rules. It is common for the children of abusers to become abusers. You cannot stop the cycle-of-violence by staying in the home with the abuser.Society suffers in many ways when people live in abusive homes. Obviously, the lack of productivity from those who were abused is one way. I’m not saying abused people don’t work—they do. My friends’ career took off after she finally left her abusive husband. It began stagnating when her fear that one of her sons would beat, or kill her, grew. My friend was a loving mom who was fiercely proud of her sons when I met her. But they had learned by watching their father beat and strangle her that it was okay to beat women.Current abuse victims are rarely the ones who excel. They are often the ones who get fired for absenteeism because they can’t come to work after a severe beating, or they have to take care of a child held home from school because of a severe beating. The connection is obvious once you toss the taboo of divorce out the of the room. Former abuse victims experiencing post-traumatic growth can and often do excel.We are also aware of the research about the harm abusive relationships do to the spouse and children living in the abusive home.Children raised in abusive homes, regardless of whether or not they are abused, suffer. Their outcomes are worse in every area of life including physical health, mental health, emotional health, behavioral health, and environmental health. (See Sources)Someone who has been abused has a 1500% higher (15 to 1) risk of being a victim of violence or rape from outside the family.[2] I wrote about this phenomenon in an article last year. I wrote about research that looks at the outcomes of children from abusive homes and that psychological abuse (verbal) leads to the worst outcomes in one of my books.[3]So far, I’ve focused on physical violence but psychological abuse is as damaging. Psychological abuse can be worse than physical abuse because it is easier to heal a broken bone than a broken spirit. Psychological abuse can also be deadly. It leads to dysfunctional and maladaptive coping strategies that include addictions and suicide.Whether a spouse physically kills their spouse, or drives them to commit suicide, it is a form of murder.Let’s look at the East, where women do not have equality. I quote extensively from Violence Against Women in India: Origins, Perpetuation and Reform, Emma Livne’s Capstone paper at Carnegie Mellon University.The distinct rigidity of modern patriarchy “assigns females to a position distinctly subordinate to males: constrained, dependent, exploited oppressed, physically and psychically endangered” (Miller 1993: 366). The idea of purity in relation to gender has been normalized in the Indian populace, and the marginalized societal roles of women follow suit.[4]From the same paper,“. . . the country’s societal structure is top-down, and that those who are lesser in the hierarchy, such as women, are expectant of their unequal rights.”[5]When women accept an unequal position in society they do not demand to be freed of a marriage even when the relationship serves them not. The “devil they know” often leads to less fear than “the devil they don’t know.” This is especially true in a society that condemns divorce.Our minds will adjust to many different norms because we perceive reality. There is not a single reality that is the same as what everyone else experiences. If someone believes their rightful place is subordinate, they will interpret life as if that is the truth. This leads to different thoughts, words, and behaviors. This is adaptive because someone forced (or born) into a situation where they do not have autonomy can survive the lack of freedom better because their perception of it is less stressful than it would be to someone who understands they deserve autonomy and becomes restrained.The paper reflects this when it says, “are expectant of their unequal rights.”Often the most commonly referenced cause of violence against women, the patriarchy can be defined as a social system in which men are placed above women. This being so, group mentality and social practices follow suit, often resulting in the oppression and exploitation of women (Sharma 2014). As outlined in the section on the origins of violence against women, India maintains a strong cultural expectation of women to be chaste and obedient. The normalization of this expectation manifests into women’s acceptance of their prescribed gender roles. This is not to say that women approve of nor appreciate their subjugation, but rather they are socialized to tolerate and even rationalize it.[6] [Emphasis added.]“. . . domestic violence been acknowledged worldwide as a violation of basic human rights, but an increasing amount of research highlights the health burdens, intergenerational effects, and demo-graphic consequences of such violence (United Nations, 1997; Heise et al., 1999; Jewkes, 2002; Campbell, 2002; Kishor and Johnson, 2004; 2006).”In “India, women are socialized to accept, tolerate, and even rationalize domestic violence and to remain silent about such experiences. Violence of any kind has a detrimental impact on the economy of a country through increased disability, medical costs, and loss of labour hours; however, because women bear the brunt of domestic violence, they disproportionately bear the health and psychological burdens as well. Victims of domestic violence are abused inside what should be the most secure environment—their own homes—and usually by the persons they trust most.”[7]From the perspective of my experiences and my Western values, this was a very difficult answer to write. I find reportedly common practices in India unconscionable. Most Western women would not tolerate the type of treatment women in India have been socialized to expect from their mates and families. This chart shows the attitudes of women who believe their husbands are justified in hitting or beating them.Source: I created the chart using data from the NFHS-3 Notice that just the suspicion of infidelity—not infidelity itself —is considered a justified reason for being beat. Note that this isn’t old data from the Middle Ages. This is from the 21st century.It is common for women in India to experience violence at the hands of spouses and family members.Source: I created the chart using data from the NFHS-3 If women in India were free to leave abusive marriages, they would. The current efforts to increase the safety of women in India fall short of the ideal because they do not increase autonomy or increase female empowerment.“. . . safety is most often referenced in relation to women taking measures to protect themselves through remaining inside the house, dressing conservatively and traveling with male escorts.”[8]The devaluation of women is a cultural norm in India.[9]Sons are preferred over daughters.Sex selective abortions of females leads to nearly 100% of abortions “at clinics and women’s centers in Mumbai involved female fetuses.(Sharma, 2014)[10]The dowry system reinforces oppression and violence against women.This increases the perception that girls create a future financial burden.The National Crime Records Bureau of India recorded 8,618 female murders related to dowry conflicts in 2011.The Asian Women’s Human Rights Council estimates a horrifying 25,000 women between the ages of 15 and 24 are killed or harmed by dowry disputes.Despite a law against it, “dowry continues to be a deeply-rooted religious practice.Dowry has additionally become method of displaying social status through wealth.In a hierarchical society such as India’s, the pursuit of a higher social status or economic class is prevalent, creating an environment conducive to dowry.Unsatisfied dowry demands continue to fuel the harassment, abuse and often lethal violence against women.Women do not have economic independence, nor do they have the freedom to pursue employment in many situations.Due to the fact that divorce has a social stigma in Indian society, wives are more likely to remain in their marriage, and tolerate abuse.[11]Lower economic status increases the risk of violence to women and decreases the likelihood that they have any education. Thus, they are trapped by stigma, custom, and an appalling lack of options. The more financial strain the family experiences, the higher the likelihood that the woman is experiencing violence in her home.Source: I created the chart using data from Chartoff, 2015 According to the 2005-2006 National Family Health Survey, a significant proportion of the Indian population is reported to have received little to no form of education. Studies identify one of the “roots” of the issue of violence against women to be education, or a lack there of. Lower education and literacy rates for women lead to a reluctance to seek help, decreased awareness of their rights and laws, and a dependency on male family members.[12]Increased education improves misogynistic and paternalistic attitudes, but does not bring them anywhere near the support women in the West receive from society.Source: I created the chart using data from the NFHS-3 and Chartoff, 2015 Mukesh Singh, a rapist convicted for his part in the 2012 Delhi rape case that garnered international attention was quoted as saying:“a girl is far more responsible for rape than a boy.”, and that “A decent girl won’t roam around at 9 o’clock at night”. Consequently, he explains that he and the other men “had a right to teach them a lesson” (Park 2015).”For readers who are not familiar with this case, the girl who was raped and murdered was accompanied by a male companion and fell for the gang rapists’ ruse of showing up at a bus stop where they thought they were boarding public transport but, instead, boarded a private van where her male escort was rendered unconscious and she was brutally raped by multiple men and with implements that led to her death almost two weeks later.Here, we can look at the beliefs that were held by rapists that they have a right to teach a woman a lesson. In a society where those types of beliefs are held, it is safer for a woman to be in an abusive marriage than to attempt to survive on her own.Contrast that with the United States, where women are free to obtain an education and to pursue higher education. Women in the United States are also free to carry a gun in most states. If Jyoti Singh had been armed, her story would have ended very differently. Just the thought that she or her companion might not be defenseless might have been enough to thwart the rapists idea that they could trick them into the van and treat them the way they were treated.Women in the United States are not prisoners in their homes because they have the ability to be financially independent and the ability to protect themselves.The student who wrote the paper I’ve cited heavily reported that she lived in northern India while studying Hindi and Public Health. During that time she reports:[13]I was consistently fully covered in conservative, traditional clothes even in the sweltering summer.My home-stay parents required me to constantly update them on my whereabouts, and to return home by 9pm every night.I was instructed never to make direct eye contact with or smile in the direction of men in passing.I was consistently met with intruding, appalled stares from groups of men when I was alone.I was aware of the lack of freedom and dignity provided to women in India.When women are not free to live unmolested and women are not free to pursue an education and career, they stay in marriages because a bad marriage is better than death or starvation. Most marriages in India are still arranged so the woman who leaves her husband is not just leaving her husband, she is leaving the man her family expects her to be with and that is often seen as going against her parents.In the West, most parents would encourage or, at the very least, support a woman or a man who wants to leave an abusive spouse. They want their children to be happy and safe more than they care about what the neighbors, village elders, or religious leaders think about the decision.Honor killings in some parts of India teach women and men that love is not a priority in marriage.[14] , [15]India didn’t begin tracking the rate of honor killings separate from murders until 2014.[16] It is believed that honor killings are still woefully under reported, especially in villages where everyone believes the family is shamed when a couple falls in love, especially if the parties involved are from different castes or otherwise considered inappropriate.Caste supremacists that seek to segregate people by artificial lines, much as was done in the racist history of the United States where anti-miscegenation laws were once the law of the land.The lower divorce rate in India does not reflect a healthier society or better marriages. It reflects a prison that incarcerates many women in horrendous violent homes with no visible means of escape.There are some who argue that cultural norms should be left alone and that they are sacrosanct because we should preserve culture. Tolerating human rights violations because they are cultural norms is a repugnant way of living—where ever those cultural norms exist. Culture is not more important than the individual right to be safe and free from harm—especially in one’s home. I recognize that this probably reflects a Western value. I can only perceive the world through the lens of my own experiences and beliefs. I will say that science supports my stance about the harm to individuals and to societies that is perpetuated by tolerating abusive homes.A nation with the rate of violence against women reflected in the studies I reviewed while writing this post cannot and will not thrive as long as this situation is a mainstay of their culture. They are handicapping themselves.Chronic stress is near the root of all physical and mental health illnesses and responsible for the failure to thrive in every area of life.[17] , [18] ,[19] The effect of chronic stress is reflected in every faucet of life in India including the lower life expectancy and poverty.Source: (c) Jeanine Joy, 2018 based on data in cited answer[20]In India, making divorce a taboo is one arrow of many ways to keep women subjugated and trapped in situations they would leave if they were able to do so as free, educated women.When I began writing this answer, I knew very little of the situation in India. I knew people in Western cultures are free to choose their spouse and that in India the family often chooses the spouse over the objections of the people who will be in the marriage.[21], [22] ,[23] ,[24] , [25] It is a complex issue and I am far from an expert on the culture in India. I referred to reputable research sources in order to answer this question but I did not do an exhaustive search. While I didn’t eliminate any source that I found, I also did not make an effort to identify all reputable sources of information. Since I have no intention of writing a dissertation on this subject and despite an urge to get on a plane and go to the aid of these abused women, it doesn’t feel safe to do that.Until it is safer for women to speak up, it is men who will have to step-up and come to the aid of women in India. Preferably this will happen from inside the country.I know some individuals from India socially. The ones I know place high value on science. I urge India to consider what the research says about the negative effects of living and being raised in abusive environments and use that as the basis to begin changing cultural norms that facilitate and support the abuse of women. If that leads to higher divorce rates, so be it. If men are taught stress management skills, they could reduce the likelihood of committing violent acts against women. It is clear that stress increases violence against women.I know there are dozens of nuances, if not hundreds, that are not reflected in my answer. This answer views the situation through one of many possible lenses.Remember the caveat at the beginning of this answer that reminds the reader that generalizations encompassing over a billion individuals can only reflect norms; not individual circumstances. I’m sure there are individuals in India who are happily married just as I know that there are women in the United States who remain in abusive relationships.Sources:Beijer, U., Scheffel Birath, C., DeMartinis, V., A.F. Klinteberg, B. (2015). Facets of Male Violence Against Women With Substance Abuse Problems: Women With a Residence and Homeless Women. Journal of Interpersonal Violence; Dec 4. DOI: 0886260515618211.Centers for Disease Control and Prevention. (2015). Intimate Partner Violence: Consequences.Defense and Veterans Brain Injury Center. (2016). Recognize TBI and ConcussionDelara, M. (2016). Mental Health Consequences and Risk Factors of Physical Intimate Partner Violence Mental Health in Family Medicine; 12: 119-125.Goodman, L.A., Fels, K., Glenn, C., Benitez, J. (2011). No Safe Place: Sexual Assault in the Lives of Homeless Women National Resource Center on Domestic Violence.Health effects of violenceJina, R., Thomas, L.S. (2013). Health consequences of sexual violence against women. Best Practice and Research: Clinical Obstetrics and Gynaecology; 27: 15-26.Modi, M.N., Palmer, S., Armstrong, A. (2014). The Role of Violence Against Women Act in Addressing Intimate Partner Violence: A Public Health Issue. Journal of Women’s Health; 23(3): 253-259.National Alliance to End Sexual Violence. (2011). The Costs and Consequences of Sexual Violence and Cost-Effective SolutionsPetrosky, E., Blair, J.M., Betz, C.J., Fowler, K.A., Jack, S.P.D., Lyons, B.H. (2017). Racial and Ethnic Differences in Homicides of Adult Women and the Role of Intimate Partner Violence – United States, 2003-2014. MMWR; 66: 741-746.Smith, S.G., Chen, J., Basile, K.C., Gilbert, L.K., Merrick, M.T., Patel, N., et al. (2017). The National Intimate Partner and Sexual Violence Survey: 2010-2012 State Report. Atlanta, GA: National Center for Injury Prevention and Control, Centers for Disease Control and Prevention.Footnotes[1] The Burning Bed - Wikipedia[2] http://Volpe, J.S., “Effects of Domestic Violence on Children and Adolescents: An Overview”, The American Academy of Experts in Traumatic Stress, 1996.[3] Rescue Our Children from The War Zone: Teach Social and Emotional Skills to Improve Their Lives: Applied Positive Psychology 2.1: Jeanine Joy Ph.D.: 9781535424400: Amazon.com: Books[4] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[5] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[6] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[7] https://dhsprogram.com/pubs/pdf/FRIND3/FRIND3-Vol1[Oct-17-2008].pdf[8] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[9] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[10] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[11] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[12] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[13] https://www.cmu.edu/dietrich/globalstudies/images/docs/livne-gs-capstone-paper.pdf[14] India 'honour killings': Paying the price for falling in love[15] Six men sentenced to death in India for Dalit 'honour' killing[16] Honour killings in India 'soar by nearly 800 per cent'[17] Jeanine Joy's answer to Should I put my mental health first?[18] Jeanine Joy's answer to How important is mental health in public health context?[19] Jeanine Joy's answer to What are the signs that stress from anxiety disorder has damaged your body?[20] Jeanine Joy's answer to Do limiting beliefs and/or a poverty mindset prevent people from wealth creation?[21] I am Indian. I have loved my boyfriend for 8 years. We are in good careers, and want to marry, but my parents don't approve. He is a different caste. They will not attend my wedding and will break all ties with me going forward. What should I do?[22] How do I convince my parents to let me marry a guy who I love? My boyfriend and I are from different states and castes. We love each other and want to marry. He has been my best friend for the last 6 years.[23] How should I convince my parents for an intercaste marriage?[24] How can a women stay single forever in India and be safe as well?[25] Do arranged marriages in India really work? Do people avoid divorce simply because it’s taboo? Why is the divorce rate so much lower?