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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.

Over time, I have created and curated list of the best questions on some of the most popular topics on Quora.You can see the individual answers here:Movies | Technology | Entrepreneurship | Literature | Books | Book Recommendations | Writing | Comics | Hinduism | Travel | Cooking | Google| Marketing | MilitaryA total of 1,302 questions. And counting.I. Technology (144 questions)What are the underlying reasons for "The Patterson Cycle" and why is it roughly 14 years long?What are the key differences between "Normals" (normal mainstream users) and tech early adopters?For top technology companies, what % of their engineer time is devoted to tough, groundbreaking, intrinsically satisfying problems and what % is routine grunt work a 1X engineer could handle?In a growing tech company, what are the most valuable things on which an engineering manager should spend time?Why haven't CPU clock speeds increased in the last 5 years?Which have been the most successful acquisitions in the consumer technology space?Why has India failed to produce tech giants like Apple, Google, Facebook, Twitter, etc.?A. Technology trends, sci-fi and the futureWhat will be the greatest invention in the 2010s?What will the Internet look like in 2020?Can I freeze my dead body for 2000 years, keep my money legally safe in an account earning compound interest, thaw 2000 years later, re-animate and repair my body, and then live the life of a billionaire?What is the theory/concept behind the "Miniature Arc Reactor" built by Tony Stark?What do you think of Project Loon?Will the traditional watch industry collapse with the rise of wearable technologies such as the Apple Watch?What technologies should one learn to stay ahead in the IT industry from now until 2020?What is the future of search online?What will be the next big thing after Facebook and Twitter?What were the top tech trends in 2012?What are the recent trends that are revolutionizing online and mobile Payments?What is the most important technology of the future?B. StartupsWhat is the proper definition of a startup?Which startups have the best stories?Which is more crucial to the success of a startup: the idea or the execution?What are the best-kept secrets about startups?What are some great "must-watch" videos for entrepreneurs and startups?B.1. Conceiving, starting and growing a start-upB.1.1 Conception/ideaWhat are the best ways to think of ideas for a startup?What were the most ridiculous startup ideas that eventually becamesuccessful?What is the best business to start with the lowest overhead?I'm a student creating a startup. What do I do now?What are some incubators for start up companies in India?Every time I come up with an idea to build an app, there is something similar already available. Should I still go ahead and build my app?What are some potential low-cost businesses that can be started and operated by a teenager?B.1.2. StartingHow do you start a tech startup as a non-technical person?What is the best advice for a young, first-time startup CEO?How do I find good technical co-founders?What are some blogs and sites a new startup should send press releasesto?What is the one thing that you would advise against when starting a startup?How does one create a business plan?Where can I submit my startup after launching?What are some tips on connecting with high-profile people that can help your startup?Is freemium a stable economic model? Why?How do you launch a startup when you don’t have any technical experience?How do I become a hustler?What are some techniques startups use to initially draw attention to their product?B.1.3 GrowingWhat is needed to grow a web start-up's user-base from zero to one million?Startup Traction: How do social sites (e.g. Hunch, Foursquare, Reddit, Digg) go from 1 to 100K users?What tools do you use to monitor buzz about your startup?Is it hard to build, market and maintain a web app that makes at least $1,000 a month?How can I generate website traffic with $0 marketing budget?What can you do to market a start-up without any marketing budget?How do e-commerce startups like One Kings Lane, Manpacks, and Dollar Shave Club handle the inventory fulfillment side of their business?B.1.4. Avoiding failureWhy have most personalized news startups failed?What has been the biggest startup failure in Silicon Valley in the past 5 years?What's the #1 reason why tech startups fail?What causes the slack at large corporations?B.2. On CEOsWho are considered the best CEOs in the history of Silicon ValleyWho is the most likeable CEO in the tech industry?How do Bill Gates, Larry Page, Mark Zuckerberg and Jack Dorseymanage their email?What books should be included in the ultimate 'CEO's library'?Who are the "must follow" CEOs on Quora?When companies such as Facebook, Google, YouTube, Twitter, and Quora started off, were the founders aware from day one that they may change the world?B.2.1 Start up CEOsWhat does it feel like to be the CEO of a start-up?What separates the top 10% of startup CEOs from the rest?As a startup CEO, what is your favorite productivity hack?What are the top 5 questions a VC should ask a startup CEO?B.3. Silicon ValleyWhat are the stupidest decisions ever made in Silicon Valley?What does Silicon Valley think of the NY Times article "Silicon Valley's Youth Problem"?Which places should a technophile visit on a trip to San Francisco and Silicon Valley?What do people in Silicon Valley plan to do once they are over 35?Why is so much of Silicon Valley obsessed with small ideas that don't solve a problem?What's the dark side of Silicon Valley?B.4. List of startupsWhich are the hottest startups in India?What are the hottest tech startups in Singapore?What are the hottest startups in 2014?C. Blogs, journals and other resourcesWhat are the best technology and gadget blogs?What are some must-see Google Tech Talks?What are the best sources for tech news? Why?What are the best online resources (blogs, podcasts, articles, etc.) on startups and entrepreneurship?What are some tips for getting your startup featured on TechCrunch, Mashable, and other tech blogs?What are the best blogs covering startup and early-stage operations?D. IndustriesD.1. Mobile TechnologyWhat was daily life like before almost everyone had cell phones?What is the best framework for creating mobile apps with HTML, CSS, and JavaScript?Should I start on Android or iOS for a mobile app?D.1.1 AndroidWhat are the best Android apps and why?Why should I root my Android phone?Which is better, Android or Windows Phone?Which Android Apps make the phone a great tool?D.1.2. AppleWhy is Siri important?What will Apple come up with next?What are the must-have iPhone apps? Why?What are the best blogs on iOS UI Design?What's it like to work on an Apple design team?How can Apple employees be so innovative?D.2. Social MediaWhat are the significant digital marketing trends to watch out for in 2014?reddit (website): What are some must-follow subreddits?How did LinkedIn (product) get its initial traction?Why is Pinterest successful?What is the technology stack behind Pinterest?Why haven't major companies like Google, Microsoft, or Yahoo succeeded in creating social networking platforms?D.2.1. FacebookWhat features do you wish Facebook had?Is Facebook Graph Search a danger to Google, LinkedIn, Yelp or Foursquare ?What startups would be good acquisitions for Facebook?What programming languages are used at Facebook?What kind of automated testing does Facebook do?What about Instagram made it worth its $1B acquisition by Facebook?What are some decisions taken by the "Growth team" at Facebook that helped Facebook reach 500 million users?D.3. GamingHow did game developers pack entire games into so little memory twenty five years ago?Who are the top ten game programmers from the start of video-game history to the modern day? Why?Is there a game engine for a beginner/non programmer?How are technology trees developed for strategy games?What is different about how Blizzard Entertainment develops games?E. CompaniesWhich is better to work for, Google or Facebook?For a CS major out of college, which is better, taking a job as a Facebook Software Engineer or Google Associate Product Manager?Who are the best recruiters in Silicon Valley for technology companies?E.1. GoogleWhat are some mind-blowing facts about Google?What startups have been founded by ex-Googlers since 2004?What should Google do to completely overhaul its social strategy?What were the four/five key decisions that Larry Page and Sergey Brin made in the early days of Google?Is Google Ventures a good place for a startup to get funding?What are some things a Googler should do or experience before leaving to work elsewhere?How do engineers get promoted at Google?What does "-4^(1/4)" mean and why is it connected to porn?E.1.1. SearchJust like Larry Page and Sergey Brin unseated their incumbents with a better search engine, how likely is it that two Computer Science PhD students create a search engine that unseats Google? How vulnerable is Google to this possibility?Information Retrieval: Why does Gmail take longer to search my inbox than Google takes to search the entire web?In which types of search does Google most clearly fail? And what avenues and sites address these issues best or most promisingly?E.1.2. Other ProductsWhy did Google Buzz fail?Why did Google Wave fail to get significant user adoption?Why did Google kill Google Reader?What are the six types of email users identified by Google?E.1.3. Life at and after GoogleWhat makes someone a great product manager at Google?Who is the most successful and/or most respected Product Managerat Google?How does Google’s Google Innovation Time Off (20% time) policy work in practice?What is the worst part about working at Google?What is it like working with Larry Page and Sergey Brin?E.1.4. Cracking the Google interviewWhat interview questions does Google ask their Front-End engineer candidates?What should I expect in a Software Engineer interview at Google and how should I prepare?E.2. Tesla and SpaceX and Elon MuskWhat are some mind blowing facts about Tesla Motors?How feasible is Elon Musk's idea to establish a colony on Mars in the 2020s?Tesla Motors: What is the difference between Tesla Autopilot system and Google driver-less car?What key people has Elon Musk kept as part of his team starting at PayPal, and moving on to SolarCity, Tesla and SpaceX?F. Tips and HacksWhat are some lesser known Google Chrome tips and hacks?What are some lesser known Google search tips and hacks?What are some lesser known Gmail tips and hacks?What are some lesser-known hacks for LinkedIn?What do engineers change in their houses that other people would not think of?G. FunnyWhat is the most catastrophic mistake made by an intern at a company?What are the most creative euphemisms for layoffs?What are some of the funniest Windows error messages you have ever seen?H. MiscellaneousWhy did Google kill Google Reader?What are the best examples of large companies innovating effectively?What is it like to be exposed to new technology after a 20+ year prison sentence? What is it like to use something like an iPad after being released from a 20+ year prison sentence?Image sources:Page on strata-gee.com1st TechSoup Data Digest for 2013! – datachiefsSocial Media LinksFuture vision - WikiGagII. Entrepreneurship (86 questions)A. BasicsWhat is the proper definition of a startup?Which startups have the best stories?Which is more crucial to the success of a startup: the idea or the execution?What are the best-kept secrets about startups?What are some great "must-watch" videos for entrepreneurs and startups?How big a factor is luck in startup success?B. Conceiving, starting and growing a start-up​B.1. Conception/ideaWhat are the best ways to think of ideas for a startup?What were the most ridiculous startup ideas that eventually becamesuccessful?What is the best business to start with the lowest overhead?I'm a student creating a startup. What do I do now?How do I start my first company?What are some incubators for start up companies in India?Every time I come up with an idea to build an app, there is something similar already available. Should I still go ahead and build my app?What are some potential low-cost businesses that can be started and operated by a teenager?B.2. StartingHow do you start a tech startup as a non-technical person?What is the best advice for a young, first-time startup CEO?How do I find good technical co-founders?What are some blogs and sites a new startup should send press releasesto?What is the one thing that you would advise against when starting a startup?How does one create a business plan?Where can I submit my startup after launching?What are some tips on connecting with high-profile people that can help your startup?Is freemium a stable economic model? Why?How do you launch a startup when you don’t have any technical experience?How do I become a hustler?What are some techniques startups use to initially draw attention to their product?How do you avoid hiring the wrong people for your startup?B.3 GrowingWhat is needed to grow a web start-up's user-base from zero to one million?Startup Traction: How do social sites (e.g. Hunch, Foursquare, Reddit, Digg) go from 1 to 100K users?What tools do you use to monitor buzz about your startup?Is it hard to build, market and maintain a web app that makes at least $1,000 a month?How can I generate website traffic with $0 marketing budget?What can you do to market a start-up without any marketing budget?How do e-commerce startups like One Kings Lane, Manpacks, and Dollar Shave Club handle the inventory fulfillment side of their business?B.4. Funding, mentoring and incubationHow do I apply to 500 Startups?What is the best advice for a startup applying to Y Combinator?What are the best ways to manage relationships with VC contacts prior to fundraising?What are the top qualities to look for in angel investors?When pitching to an investor, how does one answer the question: "What's to stop Facebook from just implementing this feature?"Is Google Ventures a good place for a startup to get funding?What questions do entrepreneurs want to ask venture investors most, but are too afraid to ask?What is the range of capital you can expect from an Angel vs VC?What are generally considered the top venture capital firms?What are some warning signs to look for in dealings with VC firms and individual investors?What is the ideal route to take for a recent college grad seeking to get into the private equity and VC sector? What are some first steps to take?How much equity should you give to a valuable advisor?What are good tips for startups launching at SXSW?What are some incubators for start up companies in India?B.4.1. Preparing the pitchWhat are examples of good startup term sheets?How does one create a business plan?What should be in a pitch deck?What materials or software should I use to pitch a VC?B.5. Avoiding mistakes and failureWhat are the most common mistakes first-time entrepreneurs make?Why do start-ups fail? What are the top mistakes to avoid?Why have most personalized news startups failed?What has been the biggest startup failure in Silicon Valley in the past 5 years?What's the #1 reason why tech startups fail?As first time entrepreneurs, what part of the process are people often completely blind to?What causes the slack at large corporations?C. For start up CEOsWhat does it feel like to be the CEO of a start-up?What separates the top 10% of startup CEOs from the rest?As a startup CEO, what is your favorite productivity hack?What are the top 5 questions a VC should ask a startup CEO?C. Silicon ValleyWhat are some of the lesser-known, unwritten rules of the Valley,as they pertain to startups?What are the stupidest decisions ever made in Silicon Valley?What does Silicon Valley think of the NY Times article "Silicon Valley's Youth Problem"?Which places should a technophile visit on a trip to San Francisco and Silicon Valley?What do people in Silicon Valley plan to do once they are over 35?Why is so much of Silicon Valley obsessed with small ideas that don't solve a problem?What's the dark side of Silicon Valley?D. List of startups (and potential markets)What are some $10B+ markets ripe for disruption?Which are the hottest startups in India?What are the hottest tech startups in Singapore?What are the hottest startups in 2014?E. Blogs, journals and other resourcesWhat books should entrepreneurs read?Among Max Levchin's lessons learned as a young entrepreneur, which are the greatest?What are the best technology and gadget blogs?What are some must-see Google Tech Talks?What are the best sources for tech news? Why?What are the best online resources (blogs, podcasts, articles, etc.) on startups and entrepreneurship?What are some tips for getting your startup featured on TechCrunch, Mashable, and other tech blogs?What are the best blogs covering startup and early-stage operations?What are some great "must-watch" videos for entrepreneurs and startups?F. Some good (and some bad) adviceWhat's the best bit of advice you've been given as an entrepreneur?What popular startup advice is plain wrong?G. MiscIf Steve Jobs was handed a pen and asked "Sell me this pen", how would he go about it in your opinion?Image sources:NerdScholar Favorites: Social Entrepreneurship Programs - NerdScholarIII. Marketing (56 questions)A. Marketing strategy for various productsWhat is a good social media strategy for new product development?Startup Traction: How do social sites (e.g. Hunch, Foursquare, Reddit, Digg) go from 1 to 100K users?How does one effectively market an iPhone app?What's the best launch strategy for an independent 'Short Film'?What's the best launch strategy for a Book? (What are some of the best; & probably cost-effective; ways to promote/market a new/existing book of any genre now-a-days?)How do unknown authors achieve success with their first books?What is the nicest way to request that someone write a review for your services on Yelp?User Acquisition: How has Turntable.fm grown so rapidly with no marketing?B. Marketing trendsWhat are the recent trends in online advertising?What are the significant digital marketing trends to watch out for in 2014?What are the content marketing trends in SEO?What are the latest social media marketing trends in 2014?C. Online marketingWhat are the best methods to raise money through crowdfunding by internet advertising if you don't have much friends, family or through Twitter and Facebook?Are new social media measures and metrics, like Klout and PeerIndex, worth integrating into existing CRM systems?What determines influence? Is it a calculated score, fan numbers or something else?How can an internet marketing freelancer get more money per hour?What's the best way of promoting a WordPress blog?What are the best tools to simultaneously post content to multiple sites?C.1. SEOWhat questions should I ask to qualify an SEO/SEM vendor?How do I increase traffic to my blog?Search Engines: How can I optimize my website to rank at the top in search engines?What are some blogs and sites a new startup should send press releases to?D. Startup marketingWhat are the most creative ways that a startup addressing a two-sided marketplace has enticed people to try its product/service?What qualities are shared by most successful startup home pages?What are some techniques startups use to initially draw attention to their product?What are the best ways for first time entrepreneurs to get word out about a startup?E. Advertisements and advertisingWhat are some great advertisements?What are some forgotten old Indian advertisements?What are things (other than drugs, smoking, alcohol, etc.) that are definitely harmful to humans in the long run, but millions of people still do it because of good advertising?What are some of the funniest and most clever advertisements?What is the funniest tagline/marketing slogan ever?What is the best billboard ever created?E.1. LogosWhat is the best logo ever created?Graphic Design: What are the worst logo designs?What athlete has the best personal logo?What are the little known things about some famous logos?What logos include hidden messages in their design?F. ResourcesWhat are the best startup marketing blogs?What are some good examples of startup product demo videos, and who made them?What books will change the way I market products?What are the best ways to find the top Twitterers about a certain topic?What is the best free media contact database?What are the best Tools / Services for tracking a free trial program?G. Specific CasesWhich was the best and most successful marketing campaign in history?What tech products are poorly marketed?If execution is everything, what terrible ideas have been successful due to great execution?Why is Pinterest successful?H. Other interesting questionsHistory of Apple Inc.: In iPhone advertisements, why is the time always set to 9:42 a.m. on the clock?What are examples of "give away the razor, sell the razor blades"type of businesses where companies sell the initial product at a loss and hope to make their profit on subsequent recurring purchases?Why do games like Farmville and Cityville have dual currencies (e.g., City Cash and City Coins) as opposed to a single currency?How would Steve Jobs have introduced the iPhone 6 and Apple Watch?Does the Apple logo really adhere to the golden ratio?How can I generate website traffic with $0 marketing budget?I. MiscellaneousWhat is the best slogan ever created?What are the most addictive loyalty programs?What are some of the most remarkable guerrilla trade show tactics?Image sources: Content Diversity in Online MarketingIV. Movies (250 questions)A. Movie production and releaseA.1. Casting and selectionHow is casting handled for roles that call for an unattractive person? How do the actors feel about it?Which are the most unusual examples of casting in movies that worked for you?Since 2000, what has been some of the best casting in movies?What are some of the strangest casting decisions Hollywood has made? I'm specifically thinking of the original Highlander, where they hired a French guy with a thick accent to play a Scot, and an accented Scot to play a Spaniard.If The Godfather were recast with today's actors, who should be in each role?Whom would you cast if you were to make movie on Mahabharata in Hollywood/Indian cinema?Does "casting couch" harassment still happen in Hollywood for aspiring actresses?What determines whether an actor is cast in a part in Hollywood?What are some good movie pairings and why?A.2. Screenwriting*(*taken partially from Screenwriting FAQs)What is the best software for writing a movie script?How much longer will there be screenwriters?How much longer will screenwriters use Final Draft?What are the best resources for script writers on Internet?In movie credits, when there is more than one writer, how can I tell which writer did what?Which screenplays should aspiring screenwriters read?What screenplays were rewritten, in order to be a sequel to an existing franchise? For example, I heard that "Die Hard 2" was first written as an original film, but was then rewritten as a sequel to the first Die Hard.What are the essentials of a script?What is the difference between a good screenplay and great one?What advice would you give to someone pursuing a career as a screenwriter? My brother is exploring a career in screenwriting. What advice would you give him? What books and resources should he read? How should he go about breaking into the industry?On average, how long does it take to write a movie script?What is "naturalistic dialogue" in screenwriting?What did most screenwriters do or study before they became screenwriters?What are some basic tips for writing a screenplay for the first time?What's it like to watch a movie as an experienced screenwriter?How can Quora be used for writing a screenplay?What is the best theory of story structure for screenwriting, and why?In a movie or screenplay, what does it mean to “raise the stakes?”Who is the best screenwriter in the film industry?What's the process like for getting an agent as a screenwriter or TV writer? Whom do you contact? What will they expect from you? What determines whether you land an agent at a major firm vs. an independent agent?Why do studios rewrite scripts after buying them?What are some common mistakes that first-time screenwriters make?What is the most important tool in the screenwriter's toolkit?I've written my first screenplay! Now what?A.3. ActingWhat were some of the most difficult roles played by any actor/actress in any movie? How did they get into the character finally?What are the consequences of repeated, highly-emotional acting? When doing a play and having to, for example, cry each night, how does it affect the actor?What is it like to be a voice actor for a video game?Breaking into Hollywood: What are common mistakes an untrained actor makes when acting?Acting: What are some of the telltale signs of a bad actor?What are the top 10 greatest male acting performances ever, and why?What are the top 10 greatest female acting performances ever?A.4. DirectingBreaking into Hollywood: What is good advice for teenagers today who want to make and direct movies?What is the purpose of using a "Clapperboard" in film-making? Why do they clap it in front of the camera?What is some good advice when directing actors?Who is the greatest movie director in the world and why?What are the ten best books on film direction?When a movie director is shooting multiple takes of the same scene, do the odds go down that a take will be good because the actors are getting bored / tired / unfresh?Is it really necessary that film director should always act and show to his actors?How do directors conceive and think through monster and action scenes?A.5. SoundtrackWhat are the best movie soundtracks?What are some great movies with fictional bands and original soundtracks?What films have the strongest connection to their score or soundtrack?What are some of the best film scores, regardless of genre, and why?What movies have a horrific/gross/intense scene with background music that evokes the opposite feelings?A.6. Special effectsWhat were some of the most important scenes in the history of special effects?What movie is considered to have the most impressive special effects of all time?Could people tell that special effects in older movies were "unrealistic" at the time?In TRON: Legacy, what special effects were used to create Young Flynn/Clu's face?A.7. Post productionAfter a movie is made, what happens to the props, equipment, etc. that were purchased or built to make the film? I’d think that a company is hired to dispose of them. What really happens? I’d imagine the investors want their sunken costs back.A.8. Making money and the box officeWhat's it like to have a hit at the box office?What's it like to have your film flop at the box office?How do independent short film makers make money?What movies flopped at the box office but still became much loved classics?What made Titanic become the highest grossing movie of its time and the second overall?What are some of the good bollywood movies that were flops at the box office?What movies had the largest return on their investment?What are some great movies that were failures at the box office?B. Various aspects of moviesB.1. CharactersWho are some of the most impressive teacher/student or mentor/protege pairs in fiction?Who are the most irritating characters in movie and TV history?With what television character would you most like to have a beer with? Why?What fictional movie or TV characters could be described as "the epitome of coolness"?Which well-developed fictional characters show classic symptoms of psychological disorders?Who is the best teacher in film, television, or literature?Who are the most well-known fictional scientists in movies / television shows?What are the best known non-Disney/Pixar animated characters?What are some of the best films and TV shows that feature strong female protagonists?Who are the best iconic movie bad guys from 1970 to 2010?Who are great women badass characters in movies?Who are the greatest iconic badass male characters in modern film (1970–2010)?B.2. ScenesWhat is the most awesome movie scene that people have seen?What's the most mind-blowing movie moment?What are some films that are "made" by a single, climactic scene?What are the most iconic film scenes?What are the best long takes and tracking shots in film history?What are some great movie scenes with little to no dialogue?What are some of the worst movie scenes of all time?What are some of the best dialogue scenes (or monologues) of all time?[SPOILERS] What are the most exhilarating scenes in cinematic history?What are some movie scenes that are likely to make a viewer cry like a baby?What is the saddest scene in an animated film or television show?What are the best opening scenes you've seen in a movie?What are the best opening scenes in film history?What are some of the best ending scenes in film history?What are some of the best movies with scenes during or after the credits?What are some of the most disturbing scenes in movies?What are the best action scenes in film history?What are some of the best parkour scenes in movies?B.3. DialoguesWhich movies have the best dialogue?What are some of the best movie quotes ever?What are some of the most memorable movie quotes?Which is the most unexpected lines ever said by a villain in a movie?What are examples of movies which depict some of the most skillfully concocted banter?What are the most common and predictable cliché lines used in TV and movies?What are some of the most badass lines in the history of Hollywood?C. Various stakeholdersC.1. ActorsWhich child actor has delivered the best performance in a film of all time, and why?Who is the greatest movie actor in the world and why?Which actor/actress seemed to be born to play a particular movie or television role?Are there any famous actors who started late in life?What actors (or actresses) seem truly different from one movie to another?What movie actors or actresses seem the same across all the movies they play in?What are some great examples of actors playing against type?What actors have had their careers ruined by typecasting?What are some really good performances by actors who were considered average before that role?Who is the most underrated actor/actress in Indian cinema, and why?Who are some of the most unfortunate actors of all time?Who is the most beautiful actress in Asia?Who are some of the most academically qualified actors?What actors and actresses have the most recognizable and distinctive voices?Which actors and actresses are the most versatile?Which Hollywood stars have a reputation for being good to work with?C.2. DirectorsAre there any current film directors that are better than Christopher Nolan?Who is the greatest movie director in the world and why?Why do so many directors debut with critically acclaimed movies and then go on producing average ones?Has the movie business become more director-influenced (vs. actor-influenced) over the past 10 years?Who are some of the greatest directors never to have won a Best Director Oscar?What are some of the great director-actor partnerships?Many visually talented film directors are described by critics as "all style and no substance." Who are the most stylish directors who do have 'substance'?Which are the most prolific director-actor pairings, from the past and present?Who are the best movie directors working today for stories involving madness, psychological tension, and dark subject matter?What are the best questions about movies on Quora?D. Specific examplesD.1. Specific rolesThe Dark Knight (2008 movie): What made Heath Ledger's portrayal of The Joker legendary?What resources did Ashton Kutcher use to prepare for his role as Steve Jobs in the movie Jobs (2013)? Was the biography a major influence? What video research was used the most to understand his mannerisms and demeanor?Why did Ashton Kutcher decide to play Steve Jobs in the movie Jobs?How accurate is Dustin Hoffman's performance in Rain Man?How did Tom Hanks gain and lose weight for his respective roles in A League Of Their Own and Castaway?In the movie "Taxi Driver," why does Robert De Niro shave his head into a mohawk in the senator assassination scene?Is Gal Gadot the right actress to play Wonder Woman?How did Tom Hardy build his body for the role of Bane in The Dark Knight Rises, i.e., what was his workout regimen, diet and supplements, and how much time did it take for him to add the 30 lbs. of muscle mass he gained he purportedly did for this?Who will be James Bond after Daniel Craig?In The Dark Knight, how did the Joker really get his scars?D.2. Specific moviesWhat are some of the flaws, scientific errors, and plot holes (scientific or otherwise) in the Interstellar movie?What should I know before going to watch “Interstellar” in terms of scientific facts, concepts in physics, and anything else?What is your review of Interstellar (2014 movie)?Does the “not-so-flattering” way in which the Patil sisters are dressed for the Yule ball in “Harry Potter and the Goblet of Fire” say anything about the West's notion of South-Asians in terms of dressing-sense?What were some disappointing differences between Harry Potter and the Deathly Hallows: Part 2 (the film) and Deathly Hallows (the book)?My 5-year-old son is ready to watch Star Wars for the first time. What are the best practices? I’m starting with Episode 4, but how soon after should he see Episode 5? Should he watch 4 multiple times first?What factors contributed to “The Dark Knight” being a better movie than “The Dark Knight Rises”? The Rotten Tomatoes ratings were 94% for “The Dark Knight” and 86% for “The Dark Knight Rises”.In “The Dark Knight” trilogy, specifically from Nolan's films, who is a more terrifying villain: Nolan's Bane or the Joker?D.3. Specific PeopleWhat is considered the best Hans Zimmer soundtrack?D.3.1. Specific ActorsWhat is the appeal of Woody Allen movies?Who was a better actor, Paul Newman or Marlon Brando?What is the secret to Denzel Washington's success as an actor?What are the key differences between the acting techniques of Lee Strasberg, Sanford Meisner, and Stanislavski?Why do so many girls idolize Audrey Hepburn?What is the best Tom Hanks film of all time?What does Jim Carrey actually mean when he says "I think everybody should get rich and famous and do everything they ever dreamed of so they can see that it's not the answer"? Do you have any evidence to justify it?Why did Robin Williams suffer from depression when he seems like a funny and chill guy?What was Robin Williams depressed about when he seemed to be much more successful than the average man?What will Robin Williams be remembered for? What’s his legacy?What are some lesser known facts about Leonardo DiCaprio?How is Deepika Padukone as a person in real life?Does Jackie Chan really do all of his own stunts? Is there a line drawn by executives or the director where he can't do certain stunts for the sake of the production? What is it like watching Chan block and perform the stunts?Specific Indian Actors and Actresses: What are some mind-blowing facts about Farhan Akhtar?Is Rajinikanth an overrated actor in South India?Why hasn't Mark Wahlberg become a major action movie star?Has anyone in the public sphere ever reached the pinnacle of three entirely different disciplines like Arnold Schwarzenegger (actor, politician) has?D.3.2. Specific DirectorsWhy did Stanley Kubrick never win an Oscar for Best Director?2011 Academy Awards: Why was Christopher Nolan not nominated for Best Director for Inception?What is it like working with Christopher Nolan?Who is a better director -- Spike Lee or Clint Eastwood?What is Christopher Nolan's best film?How did Jason Bateman become attached to Bad Words as actor and director? Did he write the script? Was it brought to him as an actor first, etc.?Is Steven Spielberg overrated? Is he underrated?What is the definitive style of Stanley Kubrick? What makes a Stanley Kubrick movie different from the rest?What are some of the best examples of Stanley Kubrick's genius?How is M. Night Shyamalan still allowed to make movies?E. Hypothetical questions ("What-ifs")Who would win: James Bond, Ethan Hunt or Jason Bourne?Who would win in a duel between Mace Windu and Yoda?If you could change the plot of one famous film, what would you change in it? Why?Who wins in a fight between Rambo, John McClane (Die Hard), Dirty Harry, Chuck Norris and Bruce Lee -- if no weapons are allowed?F. Ancillary stuffF.1. Movie awardsWhich Academy Awards were/are actually deserved/perfectly justifiable? Why?What is it like to get nominated for an Oscar? Where were you when you learned of the nomination? Did you expect it? What was Oscar night like?If there was an Oscar award for "Best Lines in a Movie," then which lines would have been nominated?What are the most frustrating failures of the Academy Awards, not just in terms of snubs, but in terms of failure to nominate movies? Are there any categories missing that should be there?What is the shortest on-screen appearance that won an Academy Award?What are some of the great acting performances that were overlooked by the Oscars?Who are some of the greatest directors never to have won a Best Director Oscar?What is the worst movie to ever win Best Picture at the Academy Awards?What is the best Academy Awards acceptance speech ever and why?F.2. Movie ratingsShould the IMDb rating be used as a criterion to decide whether or not to watch a movie?Are the IMDb ratings accurate?What is wrong with the current movie review or rating system (IMDb/Rotten Tomatoes, Metacritic and others) you find on the Internet?How to reinvent/disrupt IMDb?https://www.quora.com/What-are-some-films-that-should-be-in-the-IMDB-Top-250-but-arentG. Facts and triviaWhat are some of the strangest facts about famous movies?What are some interesting examples of movie mistakes in Bollywood?What are the some little-known facts about Pulp Fiction?What are some of the most mind-blowing celebrity facts?H. "Best-of" listsWhat is the best movie you have ever seen? What's a movie you've seen many times but you know you'll see it again in the future?What are the top movies of all time?What is the best movie you have seen that most people probably haven’t ever heard of?With photos, video, and an argument supporting your choice, what are the most culturally significant films?What are the best black and white films to watch?What are the best mind bending films?What are the best mind-screwing movies of the 21st century?What is the movie you can watch again and again without being bored?What is the best comedy movie ever?What are some of the scariest movies ever?What are the greatest horror movies of all time?What are the best science fiction movies?What is the best "date movie" of all time?What is the best psychological thriller movie?What are some of the most inspirational movies of all time? Why?What is your favourite "so bad, it's good" film?What movies make men cry?What are some of the best French movies?What are some of the best German movies?What are some of the best movies based on true events, that are educational as well?What are the best movie speeches?Movie Lists: What are the best "low budget" films of all time?What are some great movie scenes with little to no dialogue?What are some good movies about "the loss of innocence"?What are some notable movies with an absurd premise but still sincere tonality?What are some good movies with plots about heists, theft, or robbery?In what contemporary movies do the antagonists ultimately win?What are the best movies where most of the action happens in a building?What are the best movies with a plot twist?What are some of the saddest movies?What are the best movie speeches?What are the best movies that feature vampires?What are the best movies available on Netflix Instant?What are some of the best movie trailers of all time?What are the best & iconic movie posters?What are the best movies that use color as a predominant theme? I'm currently trying to come up with a premise and general style of a screenplay and want to use color and the change thereof as an underlying style.H.1. BollywoodAs a non-Indian, which are your favourite Hindi movies? What is your nationality? I would like to understand how far Bollywood has gone.What are some of the best Indian movies ever made, and what makes them the best?If I really liked The Lunchbox, what other films set in modern India, without song/dance scenes, should I try?If you had to recommend your favorite 3 Bollywood movies ever, which ones would you recommend?I. MiscWhat are some truly remarkable non-mainstream films with a child as the main character?What are the most iconic masks worn by movie bad guys?What are some good examples of plagiarism in movies?What are some great character names in fiction (e.g. novels, tv, film, etc.)? Choosing names for characters seems to be extremely hard to do well, since a well-chosen name can encapsulate the entire DNA of a culture. What makes them great?What are the worst movie titles of all time?What are the best movies that take place in a single day or night?What are some of the most socially impactful Bollywood movies?What is the most profound quote from a celebrity, ie. someone in the entertainment business, that you've ever come across?What is the one film that changed Hollywood the most, and why?V. Literature (134 questions)Why don't people read poetry?What is the literary novel most misunderstood both by critical and general readers, what led to this misunderstanding, and what can be done to rectify the book’s reputation?What works of fiction have caused a huge culture shift?Why is "literary fiction" thought of as better than popular fiction and is it really?Why do some people hate fantasy?How have heroes in literature changed through the years?Why do people read fiction books when they can watch fiction movies? If movies were invented before any fiction books had ever been written, would people still tell stories through books?If you can't understand Shakespeare when you read it, are you dumb?Would reading and studying Shakespeare closely help me build up a better vocabulary as a native English speaker?What was the last indisputably great novel to have been written?Why should the current generation of readers indulge in classics by Jane Austen, Tolstoy or Shakespeare?A.1. Literature from around the worldWhy are Russian writers praised so highly?Who are some interesting Russian authors of the last two decades?A.2. Indian LiteratureIndian Literature: Which are the top 5 Hindi novels that one must read?Can anyone recount some outstanding piece of impact literature in India in the last 20 years which influenced large sections of the society?Literature: Why is Munshi Premchand not as well recognized as Shakespeare or Milton, even in India?What are some "Raudra" Ras (Aesthetic) poems in Hindi?What are some must-read Marathi books?Who are the greatest Indian poets of all times?What are some great poems by Indian poets?B. Content in literatureB.1. CharactersWho are the most interesting minor characters in literature?Who are the greatest socially awkward characters in literature?Who are the greatest socially savvy characters in literature?What are some crossdressing heroines in literature?Who is the best written and developed literary character?Who are the most mysterious characters in global literature?Who is the most quixotic hero in literature?Storytelling: Who are the best anti-heroes of fiction?Who are the best couples in literature?Who are the best nerdy women in literature?What fictional character from novels do you most identify with and why (any novel, any period, any language)?Harry Potter (creative franchise): Why is Snape more compelling when Sirius also suffered so much?Why is John Watson loved by Sherlock Holmes, who basically hates company?B.2. PortrayalsWhat are some of the greatest love stories in literary history?What are the best examples of misogynistic portrayals of women in classic literature?What are some of the great friendships between writers in literary history?What is the best description of a kiss in literature ever?B.3. Literary devicesIs there an example in fiction (literary or cinematic) where deus ex machina was used to positive effect?What are the differences between surrealism and magical realism?C. Specific BooksWuthering Heights (1847 book): What makes certain females so attracted to Heathcliff?In Shakespeare's Julius Caesar, there's an anachronism about a clock (Act II, lines 193-195). However there were no mechanical clocks in 44 BC. What does the "clock" in the play refer to?How does the violence in Shakespeare's Titus Andronicus compare to the average episode of HBO's Game of Thrones?Why does Homer call the ocean "wine dark" in his Iliad and Odyssey?C.1. Lord of the Rings (and the entire Tolkien-verse)Why is J.R.R. Tolkien's Lord of the Rings considered to be such a classic?Is Gildor Inglorian morally wrong when he does not offer protection to Frodo traveling East onto Rivendell?Is Harry Potter influenced by The Lord of the Rings?Races and Creatures of Middle Earth: Are all intelligent species from J.R.R. Tolkien (elves, orcs, goblins, dwarves, hobbits, dragons, stone and wood giants) from Germanic tales? If so are they present in same kind of tales?C.2. Pride and PrejudiceWhat impressed you most about Jane Austen's Pride and Prejudice?Why should one read Pride and Prejudice by Jane Austen?Why do so many women like Pride and Prejudice?Why is Pride and Prejudice timeless?Pride and Prejudice (1813 book): Why did Mr. Bennet say that Wickham is his favourite son-in-law?Pride and Prejudice (1813 book): How did Lady Catherine find out about Darcy's affection for Elizabeth? Who would have been in a position and inclined to inform Lady Catherine of the happenings?Pride and Prejudice (1813 book): What are examples of Elizabeth and Darcy's misunderstandings of another?I've read Pride and Prejudice, and it's really great, but there are too many long complicated sentences. How could I understand them better?C.3. The Fountainhead (and Atlas Shrugged)Why is the novel "The Fountainhead" by Ayn Rand so popular among young adults?Some people worship Ayn Rand, while others are totally against her books/philosophy. What should a young adult know about her book before starting it?Which is better, Atlas Shrugged or The Fountainhead? Why?Why do some people love to hate the Fountainhead by Ayn Rand?What philosophy does the book The Fountainhead preach?What do architects think of Ayn Rand's Fountainhead?Is The Fountainhead by Ayn Rand worth a read?If I like Atlas Shrugged and The Fountainhead, what other books will I like (need not be by Ayn Rand)?C.4. The Catcher in the RyeThe Catcher in the Rye (1951 book): What is Holden Caulfield's appeal?Why was The Catcher in the Rye (1951) such a popular novel?My teenager has been given The Catcher in the Rye to read by her school; should I be worried about this?Why did J.D. Salinger write "The Catcher in the Rye"?The Catcher in the Rye (1951 book): What makes Holden Caulfield such a compelling character?C.5. To Kill a MockingbirdWhat is the significance of the title "To Kill a Mockingbird"?Why do you like the book 'To Kill a Mockingbird,' and why should I read it?Why is "To Kill A Mockingbird" by Harper Lee so famous?What makes Atticus Finch (of To Kill A Mockingbird) such a great father?To Kill a Mockingbird (1960 book): Does Boo Radley have psychological/mental health/emotional issues, or is he just an odd recluse?C.6. Anna KareninaWhy is Anna Karenina admired as a literary masterpiece and considered to be the greatest novel ever written?Why is Leo Tolstoy's Anna Karenina such an appraised work of art?Russian Literature: Was Anna Karenina really in love with Vronsky, or was she just longing for a different life?C.7. The Great GatsbyIs “The Great Gatsby” overrated?The Great Gatsby (1925 book): Is Nick Carraway a necessary character in this story? If we were not given the story mediated through his perspective, what would we gain? What would we lose?What does the last line of The Great Gatsby mean? What are various interpretations/meanings?The Great Gatsby (1925 book): Is Nick a reliable narrator?Why did it take The Great Gatsby 20 years before becoming recognized as an American masterpiece?What influence, if any, did The Great Gatsby have on American literature?How did F. Scott Fitzgerald go about editing The Great Gatsby?The Great Gatsby (1925 book): Why did Fitzgerald choose to have Nick tell the story in retrospect?D. AuthorsWhat is so great about Jane Austen?What's the best Proust translation?Is George R.R. Martin the American Tolkien?Which is the best among Dostoyevsky's novels, and why?What's the best thing to read by Anton Chekhov if you've never read him?Why did Tolstoy hate Shakespeare's works?D.1. ShakespeareWhat are the secrets to understanding the themes and language of Shakespeare?How would today's world be different if William Shakespeare had never been born?If Shakespeare created new words and used them in his plays, how did he expect his audience to understand them?D.2. Ayn RandWho influenced Ayn Rand's philosophy?Why do Ayn Rand's fans seem to be so foaming-at-the-mouth, rigid and naive?What are the differences/similarities between Nietzsche's philosophy and Ayn Rand's? Are they vastly different? Or are they quite similar?How is Ayn Rand still a thing?D.3. Ernet HemingwayWhat's so great about Ernest Hemingway?How would people describe Hemingway's writing style?Having never read Ernest Hemingway, what's the one book of his that one should read?D.4. J.R.R. TolkienDid J.R.R. Tolkien dislike French culture or language and if so, how did that manifest in his written works?Was J.R.R. Tolkien an anarchist?What is Tolkien's greatest weakness?Why didn't J.R.R. Tolkien publish The Silmarillion in his lifetime?Why did J.R.R. Tolkien call his world Middle Earth?Why did Tolkien agreed to sell the LOTR rights to Warner Bros back in the 60s?Why did J.R.R. Tolkien shy away from writing graphically, exploring the perspectives of women, breaching the topic of romance, or even delving into the perspectives from the evil forces in his world?D.5. J K RowlingWill J.K. Rowling win the Nobel Prize in Literature, or is it unlikely?Did J. K. Rowling conceive the entire Harry Potter storyline before writing the first novel ("Philosopher's stone") or did she make up the story as she went along through the releases?D.6. Franz KafkaWhy did so few people understand the humor in Kafka's work?What is Kafka's "The Metamorphosis" all about?What was lying beneath Kafka`s writing style and imagination?E. RepositoriesWhat are some good short stories?What are some great short stories with a twist ending?What are some must-read short story collections?What are the best Russian short stories?What are the best poems of all time in English?What are the most interesting novels based on mythology that you have come across?What are some brilliant works of Mark Twain?What are the greatest books that are less famous?If I want to start reading Russian novels, with which one should I start?What comic books qualify as literature?What are your favourite French books?What are some classic works of queer literature?What are some classic novels that are easy to read?What books (list of 10–20) should one read to feel well-read and have well-rounded knowledge?What are the best examples of literary nonfiction? Are there specific books that helped define (or redefine) this category?What are the best essays in the English language?What are the best, must-read literary essays of the last fifty years?What is the most annoying novel of all time?What are some of the greatest contemporary novels?What classic literary works do not deserve to be considered such?What are some great dystopian novels besides Nineteen Eighty-Four, Brave New World, The Giver, and Fahrenheit 451?What were some of the must-read books of 2012?VI. Books (61 questions)A. Book lists and recommendationsWhat are some books that will broaden your mind?What are some great mind-blowing books? Why?What are the most eye-opening books that you've read?What are the must-read classic books of great literature?Which books are like “A Short History of Nearly Everything,” or any kind of book that talks about astronomy, physics, and other sciences in a way that is easy to understand?What are some of the best novels to read for beginners?Which novel changed your life? Was there a particular passage that sparked it?What are some must-read short story collections?What is your favorite book by an Indian author?What books are good for an inactive reader?A.1. Over rated booksWhich is the most over-hyped book you have read?What are the most overrated novels?A.2. Reading lists of famous peopleWhat does Elon Musk read?Every year Bill Gates takes a week off just to read. What are his reading lists for 2013 and 2014?A.3. Comics, manga and graphic novelsIf I were to start reading comic books, where would be a good place to start?What are the best graphic novels of all time? Why?What are some great non-superhero comic books?What's the greatest graphic novel (or series of graphic novels) you've ever read?What is the best manga to read?B. About content from booksWhat are some of the best lines from a book?What is the best passage you've ever read? Why?What are your favorite opening lines from a book?What are some of the funniest acknowledgements you have come across in a book?What are the best examples of misogynistic portrayals of women in classic literature?C. ResourcesWhat are the best questions about Books on Quora?Is there a particular website where I can download unlimited eBooks or ePUBs for free?What are some alternatives to library.nu?What is the best website to download free books?What are the best websites/books/resources for Programming Interview Questions?What are the best books / resources for Android App Development?D. On readingWhat is it like to be a voracious reader?What are good ways to stay still to read books for two or three hours without becoming anxious?How does one train to speed read via subvocalization elimination?How do I teach myself to read a 300 pages book in one sitting?Does it make sense to finish reading a book if you're not enjoying it?D.1. Speed readingDoes speed reading really work? If so, how?E. Book publishingPublished authors: What software do you use to write your books?What are the most significant costs in book publishing and distribution?I'm a new book author. How do I land an agent?F. Interest-wise listsWhat are the best books on social media?What are the best books on econometrics?What are the best books on d3.js?Which are the top ten best books on Physics?What are the best books on war and conflict?What are the best books on visual communication?What are the best books on economic history?What are some of the best books on behavioral economics?F.1. Computer ScienceWhat are some of the best books on Computer Science?What are the best books / courses for learning Python?What is the best book on operating systems?What are the best data visualization books?What are some great books for graphic designers?What are the best books written on design?What are the best books on UI/UX design for software engineers?F.2. Start-ups and entrepreneurshipWhat books should entrepreneurs read?What are the best books on startups or entrepreneurship? Why?G. MiscellaneousDo you prefer paper books or e-books? Why?What books are banned in India? Why?I'm 18; is it too late for me to read The Hobbit and The Lord of the Rings? I haven't watched the movies or read the book.Is it right to ban a book?What book should I read to make girls think I'm smart in a hot way?Image source: Creation and BeyondVII. Travel (59 questions)A. Planning your travelA.1 Background ResearchWhat's the best way to orchestrate a 3-year international couch-surfingadventure?What are some of the most useful websites for finding information about a place you visit?What should I keep in mind when planning a cross country trip on a motorcycle?A.2 Booking tickets and hotelsWhen is the best time during the week to buy an airline ticket online?How do I optimize my airplane seat selection for probability of being next to a hot chick?What are the most unique hotels in the world?What is the best hotel booking API?A.3. PackingWhat are common items that savvy travelers bring with them that less-savvy ones don't, especially for international or long-haul flights?Who makes the best travel bags?What are your best backpacking tips?What are your business travel packing hacks?B. En routeHow do you pass time while traveling through public transport?What can I do during a long train journey?C. Places to go toWhere is the most amazing place that you've visited, of which most people have probably never heard?What are the most surreal places to visit?What is the best vacation spot in the world?C.1. Best ofWhere are the best day hikes in the world?What are the most beautiful National Parks in the world?Where are the world's greatest coastlines?What are the most beautiful beaches in the world?What are the most beautiful forests in the world?Which cities have the best skylines?What are the most beautiful coral reefs in the world?What is the most beautiful trek in the Himalayas?C.2 Country-wiseWhat are the most charming small towns in France?What are the most charming small towns in Italy?Germany: What are some of the most surreal places in Germany?What are the most surreal places one can ever visit in China?What are the most surreal places one can ever visit in India?What is your favorite hill station in India? Why?What are some of the best roads/routes in India?D. Travel experiencesHow does it feel to travel alone?What are your top 10 experiences while traveling?What are some funny/interesting things that have happened to you while traveling?What was the most scary experience you had whilst travelling overseas?Who is the most interesting person you've ever sat next to on an airplane?Who is the most interesting person you met while traveling?E. FoodIf I visit your country, what is that one dish which I should not miss?If I visit your country/region, what is that one drink I should not miss?F. Travel hacksWhat are the best travel hacks?What are some good London Underground hacks?What's the best way to sleep on a plane?What can I do to minimize the waiting time before a flight?What are some cost-cutting tips for going to Japan?G. DOs and DONTs (+ faux pas)What should I absolutely not do when visiting your country?As an American, what activities should I be cautious of while traveling to Singapore? I've heard that spitting, chewing gum, or carrying medicine without a prescription can land someone in very hot water with the Law. What else should I be wary of?What are some of the worst travel faux pas?What are some cultural faux pas in Philadelphia?What are some cultural faux pas a visitor to Germany might make?What are the dos and don'ts when on holiday in an Islamic country during Ramadan?What are some cultural faux pas in Bavaria and Munich?What are some cultural faux pas in New York City?What are some cultural faux pas in San Francisco?H. MiscellaneousIs it safe for a single American woman to travel in India (southern India and Delhi)?Do you have to be rich to travel the world? Here's a TED Talk about a guy who traveled the world without any money, but how realistic is that for others?Is India a good travel destination?What is it like to quit your job, get a backpack, and travel the world?Air Travel Safety: Why do you need to turn off all electronic devicesbefore an airplane takes off or lands?What is the traveler's worst nightmare?Image sources:It's Clear, It's Easy, It's Photopolymer!Watercolor MapVIII. Cooking (27 questions)A. Some good recipesWhat are some fairly simple, delicious, and attractive appetizers to serve at a small party?Pasta: What are the secrets to cooking awesome pasta?Eggs (food): What are some great recipes that feature eggs as the prime ingredient?Sandwiches: What is your favourite, easy-to-make sandwich?What's your best 'throw it into one pot and cook' dish?What vegetarian food can I cook for guests which is enjoyable in the same way as a meat-rich meal?How do I make a pizza at home?Steak: What is the best way to prepare steak?B. Must try cuisinesIf I visit your country, what is that one dish which I should not miss?If I visit your country/region, what is a drink that I shouldn’t miss?What are some culinary highlights of Switzerland?Food: What are some culinary highlights of Portugal?C. Restaurants and other places to eat atParis: What are the best value Michelin-starred restaurants in Paris?London: What are some of the best "foodies" restaurants in London?Food: Cuisine of the Mediterranean coast: What are your favorite places and dishes?D. ResourcesWhat recipe websites have mobile apps (preferably free)?What are some favorite sources for recipes?E. Food and restaurant industryMichelin Guide: What does it take to earn one, two, and three Michelin stars?Restaurant Business: How much money does it take to start a restaurant?F. HumorPhysics: If you were to fling a scoop of cookie dough in space directly toward the sun, how long would it take the dough to turn into a fully baked cookie?Physics: How high would I have to launch an egg to make it cook as it re-enters the atmosphere?G. MiscCooking: What are the top 10 worst cooking practices?Food Safety: What should everyone know about food safety?Cooking: What are some safety tips for first-time cooks at home?Cooking: If there were ten commandments in cooking what would they be?What are the top movies based on food and cooking?Cooking: What are some cooking myths that, in real life, don't help?IX. Comics (175 questions)A. ResourcesIf I were to start reading comic books, where would be a good place to start? I ran into an op-ed going on about how comic books are a whole culture, separate from regular books. I want to try this culture out.I want to start reading Batman comic books. Where should I start? Mention the issue numbers along with the titles.What are the best single issue stories in comics?What are the best web comics, and why?What are some great non-superhero comic books?What non-superhero comics should I read?Are there any non-superhero based comic books that got famous or are still popular? Are all famous comic books based on the idea of super heroes?What are the best dark, gritty, or off-kilter superhero-centric graphic novels?What are some good free online resources for beginner comic book artists?B. "Best-of"sWhat is the best comic book cover of all time?What are some of the most powerful, beautiful, greatest single images in comics, and why?What's the greatest graphic novel (or series of graphic novels) you've ever read?What are the most detailed comic book drawings/illustrations you've seen?C. About superheroes and supervillainsWhy do superheroes wear briefs over tights? Was it a technical solution to provide visual contrast and break up the amount of inks used? Was it a cultural reflection of the time these characters developed?Why do superheroes like Superman and Batman need capes? And what is the advantage of having one?What character traits does a super hero have? How many can you name?Why are heroes often orphans?Which superheroes in the Marvel/DC universes do not have tragic backstories?Can a superhero survive without a mask?What are the best comic book story arcs involving deaths or rebirths of superheroes?Why do villains and supervillains insist on going on a diatribe instead of getting down to business?What superhero (Marvel or DC) is closest to reality?Who are your favorite superheroines and why?What are some of the most ridiculous superheroes/supervillains ever created?Excluding intentional parodies/mock-superheroes that are ridiculous by design.What are the best origin stories of some of the DC characters?What are the best origin stories of Marvel characters?Which characters exist in both the Marvel and DC Universe?If you combine the DC and Marvel Universe, who are the strongest set of siblings?What superpowers would you want to see in an Indian superhero?Who is the most disturbing DC Comics character?Who are some of the most overpowered superheroes and supervillians, Earth-scale besides Clark Kent and Jean Grey?Is there a popular comic book superhero whose image doesn't fit the Western ideals of beauty? Is there a male who doesn't have a lot of muscles and an athletic body? Is there a popular female superhero who doesn't have big boobs and an athletic body?Which superhero has the most fans around the world?Why are half-face masks (Captain America, Batman) or the cabaret masks (Green Lantern, Green Arrow) shown to be effective "disguises" for their wearers?C.1. SpidermanWhy is Spider Man so iconic? What is it about this character that resonates so with American culture?What does J. Jonah Jameson think about the Avengers and other superheroes who aren't Spider-Man?C.2. BatmanWhy do people obsess over Batman?Why is Batman considered to be the ultimate badass?Which Batman story is the best from all mediums?If Batman was real, who do you think his secret identity would be in the real world?Given our current technology would it be possible for someone to become Batman? How much training would be needed, where would he get it? What is his suit made out of, and what would it cost to make it? How much would his other resources cost?How do I become Batman?Which Batman story is the best from all mediums?Who is Batman's greatest foe?Why doesn't Batman just kill The Joker or other villains in Gotham?Why doesn't the Joker just kill Batman?Was the Joker ever sane?What is the Joker's real name? Why did DC comics never reveal the Joker's real name in any of the comics?Would Batman's rogues gallery exist if he didn't exist?Is Bane the most physically powerful enemy for Batman? If not, then why did Christopher Nolan choose this villain to end his amazing Batman series?What are the most epic photos / drawings of Batman?Has Batman ever killed anyone? In 80 years of comics, TV shows, movies, video games, cartoons and novels, has he REALLY never broken his rule even once? If not, has he ever come close?Batman (creative franchise): Who is the best Robin?Why had nobody in the League of Shadows told the public who Batman was in the first place?Which is your favorite Batman moment from the entire franchise (movie, TV show, and/or comics)? Videos and pictures are welcome.What are your favorite Batman costumes/Batsuits of all time? Why?If Batman is crazy, what does that make Alfred?If New York City were Gotham City, what part of town would Bruce Wayne/Batman live in? Why?If people were asked to direct Batman 4, what would the plot be?What would be different if there is no Alfred in Batman/Bruce Wayne's life?What's something about Batman that most people don't know about?Can anyone give 3 reasons for why one shouldn't like Batman?Why doesn't Batman ever get an inferiority complex from being the only Justice League member without any superpowers to boast of?What visual comparisons are there between Christopher Nolan's Batman movies and the comics?C.3. SupermanDoes Clark Kent put on a costume to become Superman, or does Superman put on a costume to become Clark Kent?Why is Superman not recognised as Clark Kent?Superheroes: Why does Superman wear red trunks over his costume?How does Superman fly?How does Superman resolve the fact that he can't save everyone?In general, do men want to be Superman or Batman? Why?Which superheroes can defeat Superman?Is there any way to defeat Superman without using kryptonite?If Superman journeyed out to find the edge of the universe, would he find it or die trying?Superheroes: Why does Superman wear red trunks over his costume?Why doesn't Superman deal with Gotham's problems?If you were a supervillain, how would you go about defeating Superman?How does Superman build muscle?What is the greatest line by Lex Luthor from Superman?How do Superman's enemies acquire their supplies of kryptonite?C.4. Iron ManHow do Tony Stark's Iron Man suits generate lift for horizontal flight?How close are we to a real Iron Man suit?What are people's favorite Iron Man suit/armor of all time? Why?Superheroes: Given a choice, would you be Batman or Iron Man? Why?What is the theory/concept behind the "Miniature Arc Reactor" built by Tony Stark? How did it work?C.5. AvengersWhy couldn’t Steve Rogers lift Mjölnir in Avengers: Age of Ultron?Why is Captain America the leader of the Avengers when they have more powerful beings like Hulk, Thor and Iron Man?C.6. Justice LeagueWho will win if there is a fight among the members of Justice League?Injustice: Gods Among Us: Why is Batman opposed to Superman's Regime?Who is the most powerful among the initial JLA line up?What are Superman's criticisms of Batman?C.7. X-MenWho is the most powerful mutant in the X-Men universe?Who is your favorite X-Men character? Why?Are there any mutants capable of effectively opposing the sentinels from “X-Men: Days of Future Past”?Did any mutants in X-Men get married and have children? What powers did their offspring have?What new mutants would you like to see in the next X-Men film? They must not have exhibited any abilities in any of the films in the franchise, including post-credits scenes. They need not be morally good. You must specify their power.C.8. OthersHow did Captain America survive being frozen for almost 70 years in ice?“Flash” the comic character can run at a speed of 800-900 miles an hour, which is barely the speed of sound. Still, he experiences a slow down of time. How?How would real world physics apply for fast moving superheroes such as The Flash or Quicksliver to move objects, people, and themselves?Is there an explanation for the Hulk violating the law of conservation of mass in Marvel Comics?How complex can the Green Lantern's constructs be?Can Bruce Banner be killed when he is in his normal, non-Hulk, relaxed state?What are some of the interesting and 'hardly known' superpowers possessed by Marvel characters?D. Superhero battles and "what-if"sIf there were an Olympics for super heroes, what events would you most like to see?What are some of the best fights between superheroes in comic book history?The Avengers, The X-Men and The Justice League: If these three groups were ever to fight it out, which one of them would stand the best chance of winning?In an all-out war between Marvel Comics vs DC Comics, which characters will be left standing?Who would win in a fight between Superman and the Hulk?Superheroes: Who is stronger, Superman or the Hulk?Who would win in a fight between Superman and Batman?Who would win in a fight between Iron Man and Batman? Why?Who would win in a fight between Batman and Spider-Man? Why?Which side would Clark Kent take in the Superhuman Registration Act? Would he join forces with Tony Stark or Steve Rogers?Superheroes: In an all out battle, meaning using everything they can make use of, who would win Superman or Batman?You have a list of superheroes to choose from. One will protect you while the others try to kill you. Whom would you choose?Who would win in a fight between Dr. Manhattan and Superman? Why?Who would win in a fight between Green Lantern and Doctor Manhattan?If Rogue touched Superman, would she absorb his powers? Or can she only absorb human mutants’ powers?If the genders for the Avengers' team were reversed, who would be the most appropriate to play these roles?E. Comic publishing and selling businessE.1. DC ComicsWhy hasn't DC Comics attracted new readers with the "New 52?" Surveys shows that 95% of readers are male and only 5% are new. What can DC do to expand its reader base?What are some mind blowing facts about DC comics?E.2. Marvel ComicsAfter Captain America, Thor, and The Avengers, will Marvel run out of great superheroes for their movie franchises?What lesser known Marvel comic book characters deserve their own feature film?Could the hatred of mutants in Marvel comics be considered the same as the hatred of homosexuality?E.3. DC vs MarvelAre Marvel comics better at diversity than DC comics?What are the fundamental differences between the DC Comics and Marvel Comics characters and universes?Did Marvel comics rip ideas off of DC?In an all-out struggle, who wins: the Marvel Universe or the DC Universe?What are the fundamental differences between the DC Comics and Marvel Comics characters and universes?Why doesn't Marvel buy DC?What if DC & Marvel Comics combine and create a unique superhero with best of the qualities?E.4. Other publishersDo people really read comics published by independents?F. Specific comicsWhat tracing techniques in what time frame did Hergé employ in creating The Adventures of Tintin?What are the best PhD comics?What are the best Cyanide & Happiness comics?What are the best PhD comics?What are some of the best Garbage Bin (Comics)?F.1. XKCDWhat are the best xkcd comics?Which xkcd comics have the wisest insights about life?What are the best xkcd comics about love?What are the best xkcd 'what if' questions?What are some surprisingly moving xkcd comics?Which xkcd comics have the wisest insights about life?F.2. Calvin and HobbesWhat are some of the best Calvin and Hobbes cartoons?What are the most profound quotes from the Calvin and Hobbes series?Is Calvin and Hobbes overrated?If you could make a Calvin and Hobbes cartoon, what would it say?G. Powerful artifacts in comicsHow heavy is Thor's hammer, Mjölnir?What is the most powerful item or weapon in comics?Marvel Comics: If Mjolnir were sitting on a platform of ferrous metal, would Magneto be able to lift it by lifting the platform?What is the strongest fictional metal or material? Why?How heavy is Thor's hammer, Mjölnir?H. MangaWhat is the best manga to read?What is the most memorable quote by an anime/manga character?What are some common clichés in Manga/Anime?What are some of the funniest anime or manga series?What is your favorite manga?Which manga has the best artwork?Which anime or manga pass the Bechdel Test?What difference has Manga made to your life?What is some anime or manga related with the zen way of life?H.1. Specific MangasWhat is the founding story of the Pokémon franchise?Why is flight so rare in Naruto?What would a good fan fiction for Naruto be on?In the Naruto universe, did Kishimoto originally intend on having the tailed-beasts be a thing?What is your favorite jutsu (ninjutsu, dojutsu, taijutsu, genjutsu, fuinjutsu, etc.) in the Naruto series and why?What is the impact of Naruto ending?Which is the most powerful Mangekyou Sharingan?How did Dragonball Z, Bleach, One Piece and Naruto get so popular?Why is One Piece so popular?I. MiscWhat are the key differences between Gotham City and Metropolis? What differences do writers, artists, and readers keep in mind when encountering Metropolis and Gotham?How should a newcomer to comic books deal with the fact that some superheroes have extremely complex and often conflicting backstories? Should I read certain back issues to catch myself up?Who has the largest collection of comic books in the world?What exactly do the terms "pre-crisis" and "post-crisis" in DC comics mean?What is it like growing up in India and collecting comics?Why do American comics replay one character's theme (e.g. Batman or Spiderman) over and over again (usually with different writers and illustrators), whereas Japanese comics like Naruto are usually created, illustrated and ended with the same author(s)?X. Writing (116 questions)A. Becoming a better writerWhat makes a writer great?How do you give yourself the space necessary to create?I am new to poetry and have been trying really hard to understand what constitutes a good poem. How do I become a good poet?How can a moderately good writer learn to write compelling prose?What's the difference between good writing and great writing?How can I help my 12-year-old son to dramatically improve his expository writing in the next two months?A.1. Writing adviceWhat is the best writing advice you have received?What should every aspiring writer know about writing?How do I learn to write long sentences that will not be subject to criticism?I work on English vocabulary every day, but I have found that I can't write sentences correctly. What should I do?I know everyone is a good writer, but how do I stand out?Is it possible for writers to write about an emotion authentically without ever experiencing it directly?What's the hardest part of writing fiction?How do I move beyond using overused physical descriptions in my writing?There are a lot of answers to questions on the line of 'how to start writing'. What should I write about? I am not an expert in any field, though I know a little of many.A.2. ResourcesWhat are some websites every writer should know about?How does someone increase their fluency in the English language?What are the best books to read for someone who wants to write a nonfiction book?What are the best blog posts? What blog posts make you think, laugh, or cry?A.3. Grammar training/tips/adviceIs it grammatically correct to start a sentence with 'And' or 'But'?What are the trickiest rules in English grammar pertaining to commonly used words?What are the must-know English grammar rules?Is it more correct to say 'you and me' or 'you and I'?What is the cultural impetus for ending text messages with a tilde ("~")?A.4. Augmenting and polishing your vocabularyWhat can I learn in the next ten minutes about English vocabulary which will always be helpful in my distant future?What is the most effective and efficient way to expand your vocabulary?What words can be used instead of awesome and cool?What are great underused words?What is the most beautiful word in the English language and why?How does someone increase their fluency in the English language?What are some common English words that every professional or student must know?What are some differences between the vocabularies of British English and Indian English?Which English words are most often mispronounced by non-native English speakers?What are some everyday things we do/practice that you never knew there were names for?What words or phrases drive people crazy?A.5. Overcoming the writer's blockWhat are the best ways to overcome writer's block?What should I do with all my half-finished stories and novel ideas?How can I deal with writer's block when I have so many ideas in my head, but no way to write them down? I don't feel confident enough to write and I suppose I am not literate enough in TV and film. How can I get more confident to write?Do writers ever run out ideas of what to write about? And what do they do to overcome this?B. Different types of writingB.1. Fiction WritingHow do you learn to write a novel? How do you get started? Is there a format or a set of rules and procedures to follow?How do you write a believable female character in a story?How do you start a story you’re writing? How do you structure your writing as a task?Writing: How do you name the characters in your books?Storytelling: How do you ensure characters in fictional writing have unique "voices" and don't all sound the same?How do you create your own universe for a fictional book or fictional book series? I'm on my second novel in a series, and I find myself constantly having to refer to my first novel, and find myself ultimately limiting an expansive world.What are the advantages of writing fiction in the present tense?When writing fiction, do you picture in your mind how the story would play out in a movie or television series, and does that curb your decisions while writing?B.2. Academic WritingWhat are some good tips and strategies for writing an academic paper?What are the signs of a well-written scientific paper?B.3. Creative writingB.3.1. Flash FictionWhat are some three line stories, where the story changes dramatically with each line?What is the best story that you can write in 140 characters (the maximum length of a Tweet)?What are some two-line stories where the story changes dramatically in the second line?What is the best short (less than 200 words) love story you can come up with?How do I learn the art of writing witty one-liners?What is the best story you can write in only one sentence?What is the shortest sad story you can come up with?What is the most intriguing original story you can write in just five words?What is the best 25 word story that you can come up with?What is your original, creative 26-word story, where each word begins with a different letter of the English alphabet? The words do not need to be in alphabetical sequence.B.4. Screenwriting*(*taken partially from Screenwriting FAQs)What is the best software for writing a movie script?How much longer will there be screenwriters?How much longer will screenwriters use Final Draft?What are the best resources for script writers on Internet?In movie credits, when there is more than one writer, how can I tell which writer did what?Which screenplays should aspiring screenwriters read?What screenplays were rewritten, in order to be a sequel to an existing franchise? For example, I heard that "Die Hard 2" was first written as an original film, but was then rewritten as a sequel to the first Die Hard.What are the essentials of a script?What is the difference between a good screenplay and great one?What advice would you give to someone pursuing a career as a screenwriter? My brother is exploring a career in screenwriting. What advice would you give him? What books and resources should he read? How should he go about breaking into the industry?On average, how long does it take to write a movie script?What is "naturalistic dialogue" in screenwriting?What did most screenwriters do or study before they became screenwriters?What are some basic tips for writing a screenplay for the first time?What's it like to watch a movie as an experienced screenwriter?How can Quora be used for writing a screenplay?What is the best theory of story structure for screenwriting, and why?In a movie or screenplay, what does it mean to “raise the stakes?”Who is the best screenwriter in the film industry?What's the process like for getting an agent as a screenwriter or TV writer? Whom do you contact? What will they expect from you? What determines whether you land an agent at a major firm vs. an independent agent?Why do studios rewrite scripts after buying them?What are some common mistakes that first-time screenwriters make?What is the most important tool in the screenwriter's toolkit?I've written my first screenplay! Now what?B.5. BloggingWhat is your best tip for content freshness in blogging?What tips & suggestions would experienced bloggers give to young bloggers?C. Book writing and publishingHow do you choose a hook to begin a story effectively?Is character development necessary for a piece of literature to be great?What's the best way to start writing a great short story?How do unknown authors achieve success with their first books?Would it be silly to blog short stories if I may want to publish them later to make money?C.1. Editing and miscWhat software do published authors use to write their books?How long does it take you to self-edit your novel?What's the best novel-writing competition for unpublished authors?How do I write a great one page synopsis that will sell my novel or screenplay?Is there a website that helps edit/improve writing?C.2. Publishing (before, during, and after)When is the best time to do a cover reveal for a new novel?How can a beginner in writing have a good book deal?How can a writer get their first book published?How do you self-publish a book on Amazon Kindle?How can a beginner in writing have a good book deal?Breaking in as a New Author or Novelist: How can amateur writers get the word out about their publishings?How do I get my book published?What is the best way to get a children's book published?Can someone provide a thorough case study of getting published as a first time author in India? Read details.D. MiscWhy is "literary fiction" thought of as better than popular fiction and is it really?Do you need to be a good reader in order to become a good writer?Why do writers (and people in general) romanticize the mundane when they recount their happenings in writing? Do they experience life more richly than me?Is it a no-no to end a sentence with the word "of"?Why do some writers get upset when people spell "you" as "u"? Both "you" and "u" serve the exact same purpose in language, except one is significantly shorter and infinitely harder to misspell. Why doesn't everyone use "u"?E. Not questionsE.1. Blogs to followWords! Words! Words!Stringing Words TogetherWe Write Short Storiesa collection, a studyBlack HelicoptersE.2 Good blogposts33 Tips To Being A Better Writer (Plus One Key To Creativity I Forgot To Tell You About)A Writer's JourneyXI. Military (194 questions)A. Military StrategyWhat are the most effective ways to combat elite troops such as Navy SEAL or SAS units?How can a national army beat a decentralized guerrilla/rebel army?How do you hunt a sniper?What are the steps necessary to create an effective ambush that surprises the opponent and effectively completes the tasks planned?What military strategies can be used in everyday life?What was the best battle strategy ever planned?What techniques might infantrymen use to disable a unit of five Leopard tanks, working in conjunction with a platoon of soldiers?If I am a military commander, how can I quickly figure out a strategem to battle the enemy? I need the mental toolbox.What are the most mind-blowing tricks used during any war?What are some effective tank traps in a modern warfare environment?A.1. Strategies for hypothetical scenariosWhat are the optimal siege tactics for taking Magic Kingdom's Cinderella Castle? Assuming it were an actual fortress, how would you take it?How could one defeat a monster composed entirely of candy?What would be a feasible contemporary defensive technique/tactic/strategy to deploy against an invading Mongol army?B. Military History and WarsWhat are some of the greatest fortresses ever built (they have been successful in repelling invaders and/or are impressive in terms of their size and ingenuity)?What are/have been the most impregnable fortresses in history?What are the most impressive castles and forts still standing?What were the most effective war tactics in history? I am asking for military tactics that achieved the greatest victories against other military forces of their time periods.What were the greatest cavalry forces in history?Who was the most successful military leader in history? How were they successful? What nation/empire did they fight for? How did their victories make that nation successful? How did they influence their nations and the modern world?Who has the oldest military in the world?How has mortality rate per battle changed throughout history, i.e., how has the number of casualties per battle as a function of total combatants in each changed over the course of history?It seems very logical to use camouflage, so why did militaries not use camouflage before WWI?Do the Japanese have shame for the military crimes committed by their army in the 20th century (like the Nanking incident, for instance) like the Germans have shame for theirs during World War II?What is the most humiliating demonstration made by a country to another during war in history?What were the most brutal armies or invaders in history that committed the most horrible atrocities against humanity and caused the most harm to innocent civilians, both quantitatively and qualitatively?What is the greatest battle that history has 'forgotten'?Why were the ancient armies (Roman, Persians, Greeks, etc.) so much larger than the armies of the 700s-1800s?When did indigenous Indian/Hindu kingdoms first start adopting firearms in their military? Is there any instance of it being used before the Turko-Afghan invasions?Why has every person who has dreamed of conquering Europe faltered in Russia?How was Japan able to occupy so many countries up to 1942?Who are the greatest kings and warriors in Indian history?Why did China invade India in 1962?What were the reasons for the Korean War? Why did the USA get involved?B.1. Specific WarsWhat were some of the most unnecessary battles of all time from a military point of view?What was the most influential war in history?If World War One and Two had never happened what would the world be like now?What would be the summary of the Turkish war of independence?How did Mao Zedong win the Chinese civil war?What events led to the Vietnam War?Why did Switzerland never participate in any of the World Wars? It had war loving neighbors: Italy, France and Germany. Why didn't any of these three attack Switzerland? How did it remain neutral in World War I and II?B.1.1. World War 1What was the most one-sided major battle in the First World War?Which country's military was the most experienced when it entered WW1 in 1914?What major events occurred during the First World War?What are untold and strange stories of World War 1?What kind of peace would Germany have imposed on France had it won in 1918 in WW1?Why didn't the artillery shoot at the inside of the trenches during WW1?Why wasn't the Japanese monarch deposed after World War 2, unlike the German Kaiser who was forced to abdicate after World War 1?B.1.2. World War 2Which country was the most brutal towards POW's in WWII?Would the Allies have defeated the Axis in WWII without the intervention of the United States? Would there still be conflict today?Could World War II have been won without the United States?Why didn't the USA drop the atomic bomb on a Japanese military base, rather than a city full of innocent people?How was Europe reconstructed after World War II?Nazi Germany: What were the final days of the Third Reich like?What if Hitler being the worst story of World War II was written by victorious people and others were equally guilty?How did Germany become powerful for World War II after it was devastated economically in World War I?How are Germany's borders different from its borders after the Treaty of Versailles, i.e., did it lose territories, or, alternatively, did it gain them, et cetera?Which cities suffered the most during The Second World War on both sides?Why wasn't there an insurgency in Germany after the end of World War II?What was the general moral belief among German troops during World War II? Were they in favor of such a war? Did they recognize its inherent evil? Did they believe in some sort of cause?Why didn't the Russian Winter impact the Soviet Union the same way it affected Nazi Germany?What was the most devastating defeat the Japanese suffered in WW2?Did Japan really think they could beat the US in WWII? Were they planning on a land invasion of the mainland US so that the US could no longer supply new men and ships? Or were they hoping that the US would surrender before invasion was necessary?Why was Japan so aggressive during World War II? They attacked and conquered a vast amount of territory.What was the scope of the resistance against the Japanese Empire inside Japan during the Second World War?Is it true that the US resorted to nuclear warfare against Japan in WWII because it was so strong the US had no other means of defending itself against it?With the benefit of hindsight, how could the Japanese of WW2 have effectively beaten the United States?Why is the Japanese Prime Minister expected to be apologetic on behalf of the Japanese for war atrocities, but the German Chancellor isn't treated the same way?Why did India side with Germany and Japan in WWII?How effective was the German defense of Germany in WW2? Yes, they lost, but how well did the German military perform?Were there Germans who knew, when they started WW2, that they would be defeated?What was the most lethal tank of World War II?B.1.3. MahabharataWhat was the right strategy for Abhimanyu to defeat the Padmavyuha formation from the Mahabharata?Why did Abhimanyu have to enter alone in the Chakravyuha?C. Military Weapons and other TechnologyWhat already-employed military technology could be a game changer in the right hands? What military technology (e.g. submarines or shaped charges) is currently in use, capable of far greater impact, merely in need of the right leadership?How vulnerable are the US aircraft carriers and battle groups to enemy attack?How does military technology get out of date? What is defined as a justifiable upgrade? Isn't a pistol made 20 years ago as effective now as it was 20 years ago?What are some of the most ingenious weapons throughout history?Why were crossbows so effective against the Mongolian army in the Battle of Mohi? Was it purely positional, or did they have some advantage over other weapons of the day?What are the pros and cons of a real world military jacket, as portrayed in "Edge of Tomorrow"?What will the tanks of the future look like, and how will they be used and operated?Was the Sherman tank really the worst tank of WWII or that is just a documentary myth?What are the advantages and disadvantages of half track combat vehicles?Do cheap, readily available civilian drones potentially pose a new and unique threat in terms of terrorism?What are some historical weapons that most people have never heard of?How are shotguns used by the US Armed Forces? Do some infantry carry them as their standard weapon? Are they carried on most missions? If not, what missions are they used on? Are there designated soldiers who use them in each unit?Why would a lightly armored vehicle like the M151 be used in combat against tanks?What is it like to “play” modern military simulations used by the Department of Defense to train soldiers on foot (not in a tank, plane, etc.)? Do simulations recreate real scenarios of going through a house to make sure it is safe, about IEDs, etc.?How was SR-71 able to outrun, or otherwise successfully avoid, SA missiles?Is the Lockheed Martin F-35 Lightning II investment of $1.5 trillion by the US military worthwhile, given its shortcomings?Are stealth aircraft immune to radar guided missiles (such as the F-22, F-35, F-117 and B-2)?How much armor is in a modern fighter plane? Will the F-35 have less armor due to its weight issues thus far? Does that have implications for the CAS role and community?Is dogfighting (aerial battle between fighter aircrafts) a thing of the past?D. Military Life and ExperiencesHow do you spot someone who is lying about his/her military experience if you don’t have military experience and there’s no way to do a background check?What harm do people who fake military service actually cause?What do soldiers keep in all those pockets they have on their chest and waist area? Is there a strict standard of what pocket in what location will have what items?What are some of the most memorable things your drill sergeant ever said?What is it like to be a U.S. Marine?What are military dog tags and who uses them?D.1. Recruitment and TrainingWhat is the logic behind making military boot camps so intensive?What are some bad reasons to join the military?How do fat and out-of-shape people make it through basic training?What is U.S. Marine Corps boot camp like?D.2. During the warWhat are the top survival tips in a warzone for a fresh recruit?Aside from a firearm, what would a soldier in a combat zone say is most important on his person?What are the top survival tips in a warzone for a fresh recruit?How important is communications in battle?Do I need to be the type of person who runs towards danger to be in the military?What is the best thing to do when a grenade is thrown at you?How do you fight an enemy, who is not afraid to die?How do soldiers withstand the intense heat inside a tank?What important things do infantry need to know when supporting a tank in combined arms to avoid being killed by their own tank? How do you stay close enough to protect your tanker buddies and not get squashed while doing so?D.3. Post warWhat lessons can people learn from being in a war?What was the biggest takeaway from your military experience?How do military veterans feel when they return home from a combat deployment?What are some of the war secrets/experiences that soldiers don't want to talk about after getting back from a war?What is it like to transition from military life to civilian life?What are the advantages of hiring someone who has been in the U.S. military?Where do military servicemen live when not deployed? Do they rent apartments or do they stay with their families?D.3.1 VeteransHow should a veteran respond when asked, "Did you kill anybody?"Approximately what percentage of veterans have a service level disability?Why is it that so many veterans become homeless? I mean doesn't the government pay them right when they get out of the military?As a former enlisted individual, how do I deal with the bitterness that has been festering inside of me since I've returned from the Middle East?E. Resources to learn moreWhat are some books to read to learn how to maneuver military troops on the battlefield?Which are the best books to read on military tactics and war strategies?What are good books to read if one is interested in modern warfare?Are there any good and accurate movies on World War II from the perspective of the Axis powers?Are there any movies that show WWII from the German side?F. Hypothetical ScenariosMilitary Strategy: If an American nuclear missile were to hit Beijing by mistake what would be the repercussions?What would have happened if Erwin Rommel won at El Alamein?Which nations would most likely survive a full-out nuclear world war?What would happen if the US decided to shut down its military for one year? Would this net us hundreds of billions of dollars? Would we get away with it?Could a single modern-day tank with minimal crew defeat the Norman army at the Battle of Hastings?Would Japan have attacked Pearl Harbor without the oil embargo?In the event of a US - China military conflict, how would the fact that the Chinese military has virtually no combat experience affect the outcome?If every country in the world abolished its army, could every human live in peace without war?Is India likely to to support China/Russia or the USA if conflict breaks out?Can India, Russia, North Korea, & China together defeat the USA alone in a war, if it happens in 2025? How long could they sustain the war?How should India successfully occupy Tibet and POK?If the weakest nation today fought the strongest nation from 1,000 years ago in a war, who would win?F.1. Hypothetical battlesHow would Britain defeat China in a world war?If the Roman army of 117 AD and the Mongol armies of Genghis Khan were to do battle, what would happen?On 15th century, who would win the war between Aztec Empire and Majapahit Empire? How would the battles go?Who would have won if the Red Army had gone to war against the western Allies immediately after it had conquered Berlin?Who would win in a heads up hand-to-hand battle: 32 NFL running backs, or 32 Navy seals?Who would win in this war: the USA, the U.K, Japan, and South Korea vs Russia, China, and North Korea?What would start World War 3?In a war between North Korea and ISIS, who would win? Who would you root for?In a hypothetical air-to-air combat, who is superior: the best of the USAF or the best of the US Navy? How do the two services compare regarding technology, tactics and training? How would a squadron of F-18s match up vs. a squadron of F-15s?F.2. Invading and defeating various countriesI want to attack Great Britain and become the King. How can I defeat the British army?If I wanted to attack India, how could I defeat the Indian Army?How would you invade the United States?Could the United States theoretically conquer the rest of North America, and South America as well, given their military might?How do I invade and conquer Australia?How can we destroy the Islamic State in Iraq and the Levant (ISIS)?F.3. "What-if"'s and alternate historiesCould Siraj ud-Daula have won the Battle of Plassey if he hadn't been deceived in 1757?F.4. Alien invasionsHow could humanity best fight a hostile alien invasion?How would we tackle an alien invasion?What would be the fastest and most effective way to attack and destroy an alien base on the far side of the Moon?Let's say I can leverage about 25 billion dollars. My deadline is 5 years from now.What would a competent alien invasion force do differently from the normal Hollywood portrayals?How would you lead an alien invasion of earth? In movies, the aliens always attack the major cities first, particularly NYC. Is this a good tactic or should you attack more remote areas and set up base there?Does the Pentagon have the right weapons to fight off an alien invasion?G. Regarding militaries around the worldWhat are some awesome mottos of militaries around the world?What do North Korean military personnel write in their notebooks when near Kim Jong Un?How good is the French military?How is the Iranian Revolutionary Guards' Quds Force regarded in the special operations forces community?G.1. USWhy does the US government spend so much on military?What is the need for the US to have so many military bases abroad? Why do these countries allow it?Should military service be a prerequisite for serving as President of the USA?What is the reason for the US increasing their military presence in the South China Sea?Why does the United States have only 11 aircraft carriers?If the US reduced the military to be more comparable in size with the other top 25 militaries worldwide, what would be the first cuts made? What industries could those ex-veterans most easily transition into?What are some of the "unsung" benefits to the US military's global presence, including peacekeeping and humanitarian operations?What is the most elite force of the US military?G.2. IndiaWhat does the Indian Army do when it is not fighting a war?What are the major threats to Indian security, and what should be the top priorities (e.g. types of gear or programs) for India's defense budget in the coming years?What are the consequences for India cutting its defense spending on certain deals for which alternatives are available and focusing on "minimum deterrence" (i.e. we could simply scrap the Rafale deal, making use of the SUK-30s which are competent.)?Why does India lag behind China in modern warfare methods, despite having a large defense budget?Why is India buying those 36 Rafale jets even after bad reviews of those jets?Why is India upgrading its Mirage-2000s at a huge cost of $50 million each (Rs. 344 crore) when a brand new, comparatively cheaper and superior Saab Gripen is available?How can India stop Chinese incursions and regain Aksai Chin, part of Arunachal Pradesh and Himachal?Why doesn't India utilise its powerful Army to neutralise the Naxalite threat instead of the police and paramilitary forces? Are they good guerrilla fighters, making them difficult to fight? Is it an ethical issue?G.3. IsraelWhat is taught to the Israeli Army about carrying weapons and gun safety?Why does Israel have the 4th largest military (by number of troops per capita) while it's about the same size as New Jersey?G.4. ChinaGiven that China is fine without blue-water navy, why does the US need one?For what does China expect to use its military?H. Facts and figuresWhat are some amazing facts about the Chinese People's Liberation Army (PLA)?What are some of the amazing facts about the Indian Army?What are some mind-blowing facts about the U.S. military?What are the things to know about the armed forces of every major military power of the world (US, Russia, UK, China, etc.)?I. MiscWhat do real military personnel think about the depiction of warfare in video games like Battlefield and Call of Duty?Why do we give so much respect to our soldiers? Aren't they just doing their job?How is a bomb defused?What is the future of war?Is jumping into the ocean from an aircraft carrier allowed? Is it fun?That's all folks (for the time being)!

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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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (Amazon)) (Amazon (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.DefinitionsAs 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 (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 (Programme Policies (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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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. Amazon Services Business Solutions AgreementLast updated: March 2020General TermsWelcome to Amazon Services Business Solutions, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA) (https://sellercentral.amazon.in/gp/help/G1791#SOA (https://sellercentral.amazon.in/gp/help/G1791#SOA))), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and) (https://sellercentral.amazon.in/gp/help/G1791#FBA)and (https://sellercentral.amazon.in/gp/help/G1791#FBA)and)) Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP (https://sellercentral.amazon.in/gp/help/G1791#SP) (https://sellercentral.amazon.in/gp/help/G1791#SP (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below) (https://sellercentral.amazon.in/gp/help/G1791#Definitions)below (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. EnrolmentTo 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://Amazon.in) Privacy Notice (Amazon.in Privacy Notice (https://www.amazon.in/gp/help/customer/display.html/?nodeId=200534380&language=en_IN&ref=efph_home_cont_G1791))).2. Service Fee PaymentsFee 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 TerminationThe 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. LicenceYou 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. RepresentationsEach 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. Indemnification6.1 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. Disclaimera. 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 LiabilityWE 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. InsuranceIf 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 MattersYour 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 (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch) (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch (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 DataDuring 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 MajeureWe 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 PartiesYou 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 InformationIf 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. ModificationWe 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 SecurityAny 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. MiscellaneousThis 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 (https://sellercentral.amazon.in)) (Amazon (Amazon (https://sellercentral.amazon.in/))) 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.DefinitionsAs 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 (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (http://www.amazon.in/)))."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 (Programme Policies (https://sellercentral.amazon.in/gp/help/external/GWBRR2JMCQCVXW6S?language=en_IN&ref=efph_GWBRR2JMCQCVXW6S_cont_G1791))) 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 TermsThe 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 (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND) (https://sellercentral.amazon.in/gp/help/G1791#BSA)AND (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 (https://sellercentral.amazon.in/gp/help/G1791#Definitions) (https://sellercentral.amazon.in/gp/help/G1791#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 OrdersS-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 ReturnsS-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 ProductsS-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. CompensationYou 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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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 (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN (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) (http://DPSS.CO.PD.No (http://DPSS.CO.PD.No)) (http://dpss.co.pd.no/).1102 (http://dpss.co.pd.no/).1102) (http://dpss.co.pd.no/).1102 (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.