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Marketing And Distribution Agreement


These terms and conditions govern your use of the www.Addmylearning.com, an entity of Digital Desk Info Systems Pvt. Ltd., which is an online marketplace allowing sellers to sell directly to customers (hereinafter referred to as "Addmylearning"). You must read, agree with and accept all of the terms and conditions contained in this Agreement as these terms constitute your legal and contractual obligations towards Addmylearning.

This Agreement shall be effective and binding upon your 'Acceptance'. 'Acceptance' shall mean your affirmative action in clicking on the 'check box' and on the 'continue' button as provided on the Seller Registration page. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not click on the "Check box " and “Submit” button or its equivalent confirmation to become a Seller on Addmylearning.

(Seller and Addmylearning may be referred to as ‘Party’ individually and as ‘Parties’ collectively, as the context may require).

WHEREAS the Seller is engaged in the business of Learning Courses and Tests;

AND WHEREAS Addmylearning is owner of E-Commerce Website by the name of www.addmylearning.com wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.

AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Seller will be marketed and sold by Addmylearning on their ecommerce store;

RECITALS

Addmylearning carries on the business inter alia, of the business of sales promotions, marketing, fulfillment services, and collection services. Addmylearning’s role is limited to managing Website (defined below) over which the products are displayed and other incidental services are provided to enable the transactions between the Sellers and the Buyers.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

  1. 1. Definitions :

  2. (ii)
    “Products” shall mean Learning Courses and Tests, either in the form of Hosted Online Content or Physical Classrooms or Online Media or Offline Media or Storage (USB, Print material, Tablet etc) or a combination of these.
    (ii)
    “Website” means ‘www.Addmylearning.com’ and instances of the same
    (i)
    “Buyer” shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.
    (ii)
    “Seller” is the owner of the products that are marketed and sold directly on the Website.
    (iii)
    “Order” shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.
    (iv)
    “Seller Dashboard” means a uniform resource locator (“URL”) provided by Addmylearning to Seller with a unique login and password to update the Course and Test order status, price and inventory.

    ORDER MANAGEMENT :

  3. Addmylearning reserves the right to select the products to be displayed on its Website. Addmylearning also reserves the right to determine the Sellers who may sell on the Website.
  4. Addmylearning shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Addmylearning on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.
  5. Addmylearning shall provide the necessary backend infrastructure, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for Provisioning of the product i.e. Admission to Classrooms or Access to Online Media or Packing and Dispatch to the end Buyers. Addmylearning will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Dashboard”. Seller shall provide content & images of its products to be displayed at Website. Seller will update the Provisioning details on the Seller Dashboard provided by Addmylearning or any other mode as may be notified by Addmylearning from time to time.
  6. On receipt of the Order, Seller will make the products ready for Provisioning along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Addmylearning will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above, Addmylearning will be nonetheless be entitled to the Marketing Fee on the product as agreed to in this Agreement. However, Seller agrees to Provision the product strictly as per the mandate and/or any guidelines given by Addmylearning from time to time.
  7. FINANCIAL TERMS :

  8. The Seller agrees and acknowledges that it will pay the Facilitation Fees of 20% (Or as explicitly agreed with Addmylearning.com) and Service Taxes as applicable for all the orders received through Addmylearning.
  9. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes Addmylearning in the capacity of marketing agent to display the market price payable by the Buyer. Addmylearning further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.
  10. Verify Period: Addmylearning on its behalf will provide a time of 7 calender days to the Buyer after the purchase to report any Non-compliances or Discrepancies in the product against specifications. The purchaser can opt to cancel his/her purchase during this period in such case.
  11. Addmylearning will release payments post deduction of Facilitation Fee and Service Taxes per the details below:
    • Online Course or Test: Within 10 Days of provision of Access to Online Media, or Dispatch of products by courier.
    • Physical Classroom Course or Test: Within 10 Days of start of the Classes.

    The above duration includes the Verify Period mentioned above.

  12. In case of cancellation or discontinuation of the Course or Test by the Seller for any reason, the Seller agrees to take ownership of communicating with Buyer and processing the cancellation and refunds.
  13. LOGISTICS AND CONSUMER RIGHTS :

  14. The Seller will own the Packaging, Dispatch and Shipping of any physical material to the Buyer and any subsequent Cash on Delivery through its own means. Addmylearning is not involved in these activities.
  15. In order to ensure delivery of products purchased through Addmylearning, Addmylearning has the right to verify with the Buyer of receipt of such material.
  16. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.
  17. INTELLECTUAL PROPERTY RIGHTS :

  18. Seller recognizes and confirms that Addmylearning has the exclusive right to supervise, allow and reject the contents of the Website. Addmylearning shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.
  19. Seller hereby grants to Addmylearning the right to display/delist the product (as updated or to be updated by the Seller on the Seller Dashboard at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website. Seller represents that it has the necessary rights to grant such permission to Addmylearning and agrees to indemnify Addmylearning in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
  20. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Addmylearning, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Addmylearning’s website “www.Addmylearning.com” or any other information which is treated as confidential by Addmylearning, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify Addmylearning against the breach of this clause.
  21. REPRESENTAION AND WARRANTIES :

  22. Seller shall, at all times and to the complete satisfaction of Addmylearning and without demur indemnify and hold Addmylearning harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Addmylearning by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.
  23. Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are developed, designed and created following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure-2.
  24. MISCELLANEOUS :

  25. Either party agrees to respond within 2 business days of any issue or concern raised with the other party through email, and undertake to resolve the dispute within reasonable and earliest possible timelines with the best possible effort.
  26. This agreement is subject to exclusive jurisdiction of competent Courts of Law at Hyderabad only. The laws of Republic of India, as are in force, shall be applicable to present agreement.
  27. This agreement may be terminated by Addmylearning or the Seller by giving 30 (thirty) days’ notice in writing. Provided, in the event of a material breach of the terms of this Agreement, Addmylearning may terminate this Agreement at any time.
  28. Both parties agree to the following :-
  29. (i)  Assignment :
    This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.
    (ii)  Notices :
    All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
    (iii)  Severability :
    In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.