Reseller Agreement
This RESELLER AGREEMENT, hereinafter referred to as “Agreement” is entered into by and between Peptle Private Limited, a Company, incorporated under the Companies Act, 2013 with CIN No U73200KA2021PTC145944 and having its registered office at #39, 2nd Floor, NGEF Lane, Binnamangala, 1st Stage, Indiranagar, Bengaluru, Karnataka, India- 560038, (hereinafter referred to as “Company”, or the “Peptle” and the expression “Peptle” shall unless it be repugnant to the context or meaning thereof mean and include its nominees, executors, administrators, and assigns) of the First Part, and the applicable Reseller, hereinafter referred to as "Reseller," "Franchisee," "Consultant," "Marketing Agent,” "Applicant," or ”You," which expression shall, unless repugnant to the context or meaning thereof, include its nominees to the extent specified herein and their respective heirs, successors, executors, liquidators, administrators, and assigns of the Second Part.
If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that:
(i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for Peptle's Offerings to resell to a Customer, you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the Peptle Offerings. Individually, either Reseller or Peptle may be referred to as a "Party," and together, Peptle and Reseller may be referred to as the “Parties."
I. PREAMBLE
WHEREAS the Peptle is an established entity that specializes in research and development, technology, automation, marketing, internet - related services, etc. The Peptle is also providing e-commerce services, consultation services, and business services under the name and style of “Peptle”. And it has well established customer base and reputation for the same;
WHEREAS, the Peptle has developed its business under the Brand name “Peptle”. Peptak, Pepkart, peptle.com, pepkart.com and several other domains and trade names are owned and operated by Peptle Private Limited and the Reseller aims to develop a Reseller model on the same (hereinafter referred to as the “Reseller Business”);
WHEREAS, the Peptle has developed systems and methods for operating and the business using proprietary service and trademarks (hereunder refereed to as “Proprietary Marks” and defined hereunder) designed to allow Peptle to run the Business;
WHEREAS the Peptle is desirous of promoting and expanding its business under its trade name, trademark, brand and logo by setting up branches in the prime locales in the country and also by appointing Resellers for the purpose of operating Peptle’s Business according to certain terms and conditions under Peptle’s branded mark;
WHEREAS, the Reseller desires to associate itself with the Brand by becoming a Reseller in a specified territory. The Reseller has approached the Peptle for the same, on the following terms and conditions as elaborated in detail and constitute a vital part of this Agreement. The Peptle has agreed in principal for giving the Reseller on relying upon the representations made by the Reseller;
WHEREAS, the Reseller has represented and warranted to the Peptle that its satisfies the minimum Reseller requirements as stout in Annexure 2;
WHEREAS, notwithstanding the terms and conditions contained herein, the relation between the Peptle and the Reseller will be that of independent entities and not as principal and agent. Hence for any acts of omission or commission done by Reseller, the Peptle will not be responsible in any manner whatsoever.
NOW, THEREFORE, in consideration of the mutual promises, understanding and covenants in this Agreement, of which the receipt and sufficiency are hereby acknowledged, the Parties further agree to the terms and conditions as follows:
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS
II. DEFINITIONS AND INTERPRETATIONS
For the purpose of this Agreement, the following expressions shall have the meaning specified hereunder:
A) Agreement: Agreement shall mean this Reseller Agreement or any modifications or amendment thereto;
B) Customer Agreement: The Term Customer/ user agreement means the current version of the Peptle Service License Agreement and various Policies (available at https://policies.peptle.com/overview.html ), Peptle Terms of Service (available at https://policies.peptle.com/terms.html), both as may be periodically updated by peptle, or other customer agreement with peptle for use of the applicable offerings.
C) Approved Location: The approved location is the physical location with a valid address;
D) Effective Date: Effective date means the date on which you place an order to resell the offerings to a customer pursuant to this Agreement.
E) Affiliate (s): Affiliate shall mean, when referring to the Peptle and Reseller, any individual, person, partnership, joint venture, Peptle or any legal entity which:
⦿is directly or indirectly under the control of either party, or;
⦿Is directly or indirectly under common control with either party, or;
⦿ultimately control either party
F) Representative (s): A representative means the officers, employees, professional advisers, consultants, contractors, agents, any person or persons appointed and approved in writing from time to time by the Parties to act on its behalf for overseeing and overall co- ordination.
G) Customer: Customer means an end user customer of an offering.
H) Brand Name: The term "Brand Names" refers to the collective elements encompassing the trademark(s), service mark, logo(s), and any names, words, or phrases associated with, created by, or utilized by the Peptle to identify its Intellectual Property. This includes specific Trademarks such as Peptle, Pepkart, and Peptack, whether used individually or in conjunction with other words, graphics, or designs, as well as any variations, derivatives, translations, or transliterations of these marks. Additionally, it comprises any other Trademarks employed by the Peptle as brand names across its product lines within its operations. These Trademarks are used by the Peptle in connection with activities such as advertising, marketing, promotion, manufacturing, offering for sale, selling, or providing services.
I) Proprietary Marks: The Proprietary Marks are the marks owned by Peptle, including but not limited to, Peptle’s branded mark, Peptle, as well as any and all other names, trademarks, service marks, logos, trade dress, or other commercial symbols or copyrighted materials belonging to Peptle. Proprietary Marks include but are not limited to the following:
⦿Pepkart
⦿Peptack
Peptle’s brand name registered as the trademark under the Intellectual Property Laws in India.
J) System: The System encompasses the conceptualization, specification, design, marketing, operation, franchising, and licensing of the Peptle Business. It involves allocating resources to the Business with the ultimate goal of making it available for commercial sale to the public.
K) New Reseller Business: The term "New Reseller Business" refers to a new business run by the Reseller. This business utilizes the system and proprietary marks of the Peptle, established in accordance with the terms outlined in this Agreement.
L) Operating Procedure: The minimum operating procedures as set out in Annexure 3 as may be amended or updated from time to time, by the Peptle;
M) Offerings: Offerings means Peptle’s products and services, including those as described at http://peptle.com/ and https://about.peptle.com and as modified from time to time. Offerings may include:
i) Peptle’s Products and Services (“Peptle Products”)
ii) Peptle’s advisory and consultation services, (“Consultation Services”)
iii) Training and Placement provided through Peptle Products and Services.
iv) Peptle’s e-commerce and multivendor services.(“E Commerce Products”)
v) Peptle’s software products and any generally-available bug fixes, updates and updates and upgrades it provides to customers (“Software Products”),
vi) Apps provided through the marketplace (”Marketplace Apps”)
N) Order: Order It means an order for the offerings submitted by Reseller hereunder, on behalf of a customer, using the quote and form process set forth at the the standard ordering process designated by Peptle.
O) Privacy Policy: Privacy policy means Peptle’s Privacy Policy available at http://policies.peptle.com/privacy.html..
P) Scope of Use: It means a Customer’s authorized Scope of Use for the Offerings specified in an Order, which may include: (i) number and type of users, (ii) number of licenses, copies or instances or (iii) entity, division, business unit, website, or other restrictions or billable units.
Q) List Price: It means the retails list price of the offerings as displayed at Peptle’s various webplaform including but not limited to Pepkart (as amended from time to time by peptle and as may be specific to the customer’s country) or through Peptle’s quote and order form process set forth at http://peptle.com, in each case at the time Reseller places an order.
III. TERMS OF THIS AGREEMENT
1) DESCRIPTION OF SERVICE:
The business, owned by the Peptle and provide the service to the Reseller and its representatives, shall have various businesses as service and products, all of which are made from the efforts of the Peptle.
2) LIMITED GRANT:
In consideration of the Reseller paying the Reseller Fee and complying with the Operating Procedures, the Peptle hereby appoints the applicant as Reseller and Reseller accepts under the terms and conditions of this Agreement, a limited, non-transferable, non-exclusive license too use the proprietary marks and the system to operate the New Reseller Business in the territory for the term. It is agreed by the Parties that the Reseller shall not have any right to further sub-letting the operation of the Reseller Business.
3) COORDIANTION:
In order to carry out and fulfil the aims of this Agreement, each party or through its Authorised Representative will coordinate the implementation of activities.
4) DURATION OF THE RESELLER:
Unless terminated earlier in accordance with the provisions hereof or extended in writing, this Agreement will be effective from the execution of this Agreement and shall be valid either till the completion of the initial term or decided by the Peptle. The ultimate decision to renew rests with the Peptle. On termination of the Agreement, the Reseller will comply with the terms as mentioned in this Agreement under the Termination clause.
5) RESERVED RIGHTS:
Reseller hereby acknowledges and agrees that this Agreement shall in no way mean that Peptle’s rights are limited with regard to Peptle’s Business. Peptle and its affiliates, parents, subsidiaries, or related business hereby retain all rights to develop, operate, promote or otherwise exploit the business, the system, and the proprietary marks. Reseller additionally acknowledges and agrees that Reseller is not entitled to any exclusivity or other territorial rights, except as specifically delineated in this Agreement.
6) PAYMENT OF FEE:
A) Upon the signing of this Agreement, the Reseller agrees to pay the initial fee of Rs. 55,000/- (Indian Rupees Fifty Five Thousand only) plus applicable taxes, at the time of signing this Agreement . The Reseller agrees and acknowledges that the Reseller fee is a one-time and non refundable fee and shall not be refunded to the Reseller under any circumstances, including but not limited to termination of this Agreement.
B) If the Reseller fails to pay the full Reseller Fee or any part thereof, the Peptle is granted the unequivocal right to declare this Agreement null and void while retaining any portion of the Reseller Fee already submitted by the Reseller. In such a case, the Peptle will have no further obligations towards the Reseller under the terms of this Agreement.
C) An initial extensive training program shall be provided by the Peptle to the Reseller and its designated staff for one week, about the operations of the Reseller Business, which include but not limited to Services and customer services, wherein such training shall be conducted at the place designated by the Peptle. The Reseller shall bear all the training expenses along with boarding, lodging and travelling charges on actual basis and make sure that they are well equipped with the basic knowledge of the operation of the Reseller Business.
D) The Reseller shall annually or monthly spend 10% - 20 % of its gross annual or monthly revenue towards local marketing and advertisement of the Reseller Business, all the local marketing and advertising shall be carried out by the Reseller as per the Operational Manual of the Peptle. The Reseller shall keep the receipts of all the local marketing expenses and furnish them to the Peptle as and when required by the Peptle.
E) The Reseller acknowledges to pay the Peptle a renewal fee of Rs. 25,000 annually, for the Services provided under the Reseller Business plus applicable taxes, wherein the renewal fee shall be paid to such bank account as the Peptle may from time to time specify. There shall be a hike in renewal payment and charges (if any) for every year without the offers given by the Peptle.
F) Reseller shall reimburse Peptle for reasonable out-of-pocket travel expenses, including transportation, lodging, mileage, and meals incurred in rendering Peptle’s professional services, as well as all necessary incidental expenses (collectively, “Expenses”) Incidental expenses include all expenses incurred for Reseller’s account in connection with Peptle’s rendition of services and performance of duties hereunder, including but not limited to the cost of packaging material for shipment, postage, messenger, shipping charges, copyright or trademark charges, website hosting charges, and any advertisement buys associated with radio, print, or other media and online sources. Peptle shall obtain Reseller's prior written authorization before incurring any individual Expense or cost in excess of Rs. 100000.00. All Expenses not paid directly by Reseller shall be paid within fifteen (15) days of receipt of Peptle’ invoice. All Expense reimbursements shall be made at Peptle’s direct out-of-pocket costs, without any markup for overhead, administrative costs, or otherwise.
G) All invoices shall be paid by Reseller within fifteen (15) days of receipt. Payments not made within such time period shall be subject to late charges equal to the lesser of (i) twelve percent (12%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. Peptle reserve the exclusive and unilateral rights to suspend all services or restrict access to the service or terminate the Reseller until the amounts outstanding are paid in full. The Peptle shall have no liability for any damages or losses resulting from such suspension, restriction or termination.
H) The Reseller agrees to pay the Peptle the fees and charges associated with the selected products and services as specified in the pricing and billing terms provided by the Peptle. The fees may include but are not limited to recurring subscription fees, setup fees, registration fees, consultation fee, service fee and any additional services requested by the Reseller.
I) The Peptle reserves the right to modify its pricing structure and fees upon providing the Reseller with reasonable notice, which may be in the form of an email notification or an update on the Peptle website. Any price modifications will only apply to future billing cycles.
J) Any payments made by the Reseller or Customer shall be applied first towards the outstanding amounts that are past due, including any accrued interest or penalties, and then towards the current fees and charges for services.
K) Payment once remitted shall not be refunded at any cost.
L) The Reseller, its affiliates, and clients are responsible for covering any costs or expenses related to Peptle's products and services, including service payments, installation costs, renewal fees, handling charges, or any other related costs, at any time. Access to these same services or products will be restricted if the payment fail if the payment is not done. Additionally, the Reseller, its affiliates, or clients cannot assert any rights or claim ownership over the services or products provided by the Peptle to them, in any form whatsoever.
M) Reseller shall pay, reimburse, and/or hold Peptle harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement, except income taxes. And all tax liabilities arising in connection with or arising out of the present Agreement pertaining to Reseller shall be the sole responsibility of Reseller. Nothing contained herein shall prevent Peptle from deducting tax at source as required by law from the payments due to Reseller.
N) Furthermore, Peptle does not provide any guarantees or warranties for the products or services featured or listed on Peptle ("Services") or its affiliate’s platforms. Peptle is also not responsible for any transactions involving Clients or Users, including transactions related to the sale of any products or services.
O) Unless otherwise provided in this Agreement, all other services, including Out-of-Scope Assignments, rendered by Peptle shall be subject to additional compensation under a separate Agreement between Peptle and Reseller.
P) Reseller shall report its gross sales to Peptle accurately, on a weekly basis, or any other periodic time period specified by the Peptle, in any way that Peptle requires.
Q) All the payments between the parties, shall be by the way of crossed cheque, demand draft, RTGS or NEFT. The dishonour of cheques, if any, issued by the “Reseller”, shall be construed as breach and may result in termination of this Agreement. Also no cash payment will be allowed. If anything done, Reseller shall be liable.
7) INTERCHANGEABILITY, REFUND AND SALE OR TRANSFER:
The parties hereby acknowledge and agree to the following terms:
The Peptle shall not be held liable for refunding or crediting any funds paid to government entities, such as filing fees or taxes, or to other third parties involved in processing orders from the Reseller or its clients. Before initiating any refund, the Peptle reserves the right to exert its best efforts to complete the service. In the event that the Reseller and its clients express dissatisfaction with the service, a cancellation fee of 25% plus the earned fee and the fee paid to the government will apply. This fee will not be applicable in the case of a service change.
The Peptle will not provide refunds for any payments made by the Reseller. Fees paid in advance will be retained at the sole discretion of the Peptle, subject to any conditions it deems appropriate. The Reseller is not authorized to transfer their allocated Reseller.
Regardless of the provisions above, the responsibility lies solely with the Reseller, its Affiliates, or their users or customers to ensure the successful renewal of Peptle Services they utilize, whether or not such services are subject to automatic renewal. Consequently, the Reseller is solely responsible for terminating previously purchased Peptle Services, which may occur due to disconnection, inability to charge subscription fees, or non-automatic renewability of certain Peptle Services. The Reseller acknowledges and agrees that they will not have any claims against Peptle related to the termination of Peptle Services or Third Party Services, regardless of the reasons for termination.
8) OPERATIONS AND CUSTOMER SATISFACTION:
The Reseller commits to adhering rigorously to the Peptle's System, as communicated by the Peptle to the Reseller. This information will be conveyed through means such as a manual, provided training, or other written documentation. Any instance where the Reseller fails to meet the System's standards will be considered grounds for the termination of this Agreement.
Furthermore, the Reseller is expected to exclusively hire individuals who are graduates and possess sufficient work experience to support the Reseller in delivering the service. Additionally, the Reseller is required to maintain the same brand guideline and colour scheme in their office as established by the Peptle.
A) The Peptle hereby provides the Reseller with a non-exclusive authorization to establish and operate a business at the specified address, operating under the Brand name. This authorization is subject to specific conditions and guidelines as outlined by the Peptle.
B) In the event of any address change from the one specified above, the Reseller must notify the Peptle and seek prior approval to either establish a new Reseller Business or continue operating the existing Reseller Business under the brand's name.
C) It is explicitly stated that, during the term of the Reseller Agreement, the Reseller is prohibited from engaging in any similar business outside the allocated territory. Furthermore, within the designated territory, the Reseller is also prohibited from conducting any similar business under the brand's name or style at any other address.
D) The Reseller is required to operate its business at the approved Center using the Peptle's brand name. The Reseller is expressly forbidden from utilizing the premises to conduct any other business under a different brand name without obtaining prior approval from the Peptle.
E) The Reseller shall commence the business from the date of execution of this Agreement.
F) The establishment of the New Reseller Business will be managed and supported by the Peptle's professional team in its initial stages. To ensure the effective operation of the New Reseller Business, the Reseller is responsible for recruiting a suitable number of qualified and experienced technical and administrative staff.
G) The Reseller is obligated to acquire all the necessary equipment for the Reseller Business, as specified by the Peptle, either directly from the Peptle or from an authorized vendor designated for the Center.
H) The Reseller must consistently uphold the highest standards of sanitation, hygiene, repair, and cleanliness at the Center. Any modifications, enhancements, or repairs can be undertaken by the Reseller only after obtaining prior consent from the Peptle.
I) The Reseller is required to prominently showcase a list of services offered at the Center, complete with their corresponding fee details. The Reseller is also obligated to adhere strictly to these listed services and their associated fees.
J) The Reseller shall take prior approval, whether through written correspondence or email, from the Peptle before initiating any form of marketing, advertising, publicity, or promotional activities for the Reseller Business. The Peptle holds the right to engage in marketing, advertising, publicity, or promotional initiatives for the Reseller Business, both within and outside the specified territory.
K) Marketing strategies should be developed in such a way that Peptle or its affiliated agency’s products and services reach every corner of the target market, within a stipulated period as may be mutually agreed.
L) The Reseller is committed to exerting its utmost efforts to promote and optimize the business of the Peptle, including its services, through all activities conducted at its center.
M) The Reseller shall responsible for appointing associates who will participate in and contribute to various advertising campaigns through both print and electronic media to promote the brand "Peptle" within their respective city or zone.
N) The Peptle shall provide the Reseller with the brochures, pamphlets and flex banners for the advertisement purposes. The cost for the same shall be borne by the Reseller.
O) The Peptle reserves the right to levy commissions on specific services, and the list of such services will be furnished to the Reseller as outlined in Annexure 1.
P) The operational software, which is essential for maintaining consistent customer data, will be supplied by the Peptle. The associated costs will be incurred by the Reseller.
Q) The Reseller or Customer shall be entirely accountable for safeguarding their password and bears full responsibility for any losses resulting from unauthorized usage.
R) Throughout the duration of this Agreement, the Peptle may express the need to assign further projects, products, or services to the Reseller, extending beyond the scope of the Services detailed in this Agreement. The Reseller consents to accept these Out-of-Scope Assignments. However, it's important to note that nothing within this Agreement compels the Reseller to engage in any activities or provide services that, in their reasonable judgment, could be deemed as misleading, false, libelous, unlawful, in violation of any contract, or potentially detrimental to the interests of either the Reseller or the Peptle.
S) The Peptle may offer periodic or regular advice on administrative matters at its discretion.
T) The Peptle retains the authority to appoint or assign any individuals to various positions responsible for supervising, monitoring, and managing the Reseller Business. This is to ensure that optimal business practices are implemented at the Reseller's establishment, with the ultimate goal of running it profitably.
U) Separate Corporate Franchisee Program. Placing an Order for the resale of the Offerings under this Agreement does not enrol you in Peptle’s Corporate Franchise Program.
9) RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF THE “RESELLER”
The “Reseller” shall:
A) Operate the business in strict accordance with the operations manual provided by the Peptle.
B) have obtained approvals from its shareholders for the proposed business.
C) have committed to promote the Peptle’s brand and marketing its products and services throughout the target market.
D) have identified and establish preliminary arrangements for the premises where operations will be conducted.
E) Bear all expenses related to setting up the Centre, including its decor and design, adhering to the Peptle's specifications. This encompasses aspects such as the floor plan layout, interior design, materials, colors, and infrastructure installations as per the Peptle's requirements.
F) Bear all expenses whatsoever incurred or to be incurred in carrying on the business in the Centre unless specifically provided in this Agreement. Without prejudice to the generality of the foregoing, the “Reseller” shall pay all expenses pertaining to but not limited to:,
G) Covering rent, deposits, operational expenses, taxes, cess and any statutory payments required for the regular operation of the business, including Central, State, and Local government taxes.
H) Bear expenses for public utilities such as telephones, internet, water, electricity, and generator usage, or any other expenses incurred during the operation of the Reseller Business.
I) Taking responsibility for expenses related to the maintenance, upkeep, and repairs of the premises.
J) have the entire responsibility of the recruitment and appointment of staff and office bearers and their remuneration and welfare.
K) Ensure that their designated staff and employees selected for the Reseller Business undergo a final interview and gain approval from the Peptle. Subsequently, they must strictly follow the quality and operational guidelines outlined in the Peptle's Manual while managing the Reseller Services.
L) Refrain from adding any employee to the Reseller's roles unless they have completed the mandatory initial training provided by the Peptle. Even after successful training, hiring employees shall only occur with the prior approval of the Peptle. Additionally, the Reseller commits to conducting periodic training sessions at the Reseller Centre to keep employees updated on operational and service practices related to the Reseller Business.
M) must be followed all the statutory provisions regarding statutory employment laws etc. by the Reseller. In case any employee of the Reseller meets with any unfortunate circumstance like accident during his/her course of employment, the liability will only lie with the Reseller and the Peptle will always be free from any liability of any kind whatsoever.
N) obtain all local license, permissions, approvals, registrations, etc from the concerned authorities with respect to the New Reseller Business and agreed to bear the expenses for the same.
O) be solely responsible for ensuring compliance with applicable laws and be solely liable for any consequence arising from the breach of these obligations.
P) Be solely liable for ensuring compliance of the New Reseller Business. The Peptle shall not be held responsible for any goods or services promoted, cataloged, sold, or warranted by the Reseller or its affiliates in connection with the business, utilizing their association with the Peptle.
Q) Assume sole responsibility for complying with all applicable laws, including but not limited to the Prevention of Money Laundering Act, 2002, and the corresponding rules (in India) or equivalent regulations in the respective country. The Peptle shall not be accountable for any claims, liabilities, or losses resulting from non-compliance with anti-money laundering laws.
R) Comply with all applicable laws, rules, and regulations related to the services provided and the operation of the Reseller. The Reseller agrees to indemnify the Peptle against any adverse consequences stemming from non-compliance.
S) Maintain all necessary records, registers, account books, and other documentation as required by relevant laws applicable to the services provided under this Agreement. The Reseller shall also furnish any information as necessary to fulfill any statutory obligations.
T) The Reseller and its affiliates or representatives acknowledge that they may be asked to provide additional documents upon request by the Peptle or any of its third-party service providers. In such cases, if extra information, data, or documentation is needed (collectively, "Top-Up Documents”), the Reseller and its affiliates or representatives pledge to promptly share these documents upon request. Furthermore, the Reseller or its affiliates authorize the Peptle to process these Top-Up Documents.
U) The Reseller and its affiliates or representatives agree and warrant that they will provide valid, true, accurate, complete, and up-to-date documents and Top-Up Documents. The Reseller and its affiliates or representatives acknowledge that providing incorrect or misleading information constitutes a material breach of these Terms, and as a result, their access to certain platform features or Services may be restricted or denied. The list of required Documents and Top-Up Documents may be provided to the Reseller or its affiliates upon entering into this Agreement or at a later stage.
V) Provide an expeditious grievance redressal system to address any complaints concerning the quality of services provided by the Reseller. In the event that a customer takes legal action, the Reseller bears full responsibility for any penalties or other legal actions, and the Peptle shall not be held liable in any way.
W) Extend all cooperation to the Peptle in its defending of any proceeding that may be initiated it due to a breach of the Reseller’s obligations or covenants under these Terms.
X) not use the services or licenses or relation with the Peptle in any manner except as expressly permitted in the terms of this Agreement. Without limiting the generality of the preceding sentence, the Reseller may not:
i) Infringe either directly or indirectly any third-party proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party.
ii) Except as may be provided hereunder, use in any manner including copying, displaying, distributing, modifying, publishing, reproducing, storing, transmitting, posting, translating, creating any derivative works from, or license the Services.
iii) Contain fraudulent information or make fraudulent offers of items/services or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities.
iv) Own content that belongs to another person without the right to do so
v) Be part of a scheme to defraud other User(s) or customers of any of Peptle services or its affiliates or engage in any other unlawful activities.
vi) Link directly or indirectly to or include descriptions of goods or services that are prohibited under the prevailing law, or engage in any actions that may create liability for Peptle or its affiliates.
vii) Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation.
viii) Solicit business from any User(s) or customer (s) or associate (s) in connection with a commercial activity that competes with Peptle or its affiliates.
ix) engage in activities that threaten the unity, integrity, defense, security, or sovereignty of India, friendly relations with foreign states, public order, or that incite the commission of any cognizable offense, obstruct investigations, or insult any other nation.
x) Use the Services to transmit any data or send or upload any material that contains any viruses, worms, trojan horses, timer programs, web bugs, spyware, malware or any other harmful programmes, devices or similar/other computer code, files or programs designed that have the effect of damaging, interfering with, intercepting, or expropriating any software or hardware system, data, or personal information or that are designed to interrupt, destroy, adverse effect or limit the functionality or the operation of any computer resource or software.
xi) Access the Peptle Services, User Accounts, Licensed Content and / or User Content through other means or technologies (such as web scraping and automated collection of information) other than through our publicly supported interfaces.
xii) Use any robot, spider, other automated device, or manual process to monitor or copy the Platform or Services or any portion thereof;
xiii) Use the Services in furtherance of / to engage in any activity which may be grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
xiv) Engage in systematic retrieval of content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory.
xv) Purchase search terms and other pay-per-click keywords or domain names using the words Peptle, Pep, Pepkart, or the Peptle Marks, or variations or misspellings thereof.
xvi) Directly or indirectly impersonate any person or entity or provide false information on the Peptle Services and / or its various platforms, or perform other manipulations or illegal actions in order to hide Reseller’s personal information or the source of messages or transmissions Reseller send to Peptle or its affiliates services or customers or end users;
xvii) Make false statements about Reseller’s affiliation with an individual or legal entity, or misrepresent such affiliation, or make false statements about Reseller, or its products and service.
xviii) make callbacks, track, or attempt to track other Users of Peptle and its affiliate Services, or engage in activities that interfere with or violate other Users' or customers' privacy and rights, or collect personally identifying information of visitors or users of Peptle and its affiliate Services or the User Platform without explicit written consent from the Peptle.
xix) deactivate, bypass, ignore, or otherwise evade measures put in place to prevent or restrict access to Peptle and its affiliate Services and platforms, the User Platform, the accounts of other Users, or any other systems or networks connected to Peptle. Additionally, do not engage in hacking, password extraction, or other illegal or prohibited activities.
xx) Test, scan or test the Peptle Services or another network connected to the Peptle Services for vulnerabilities;
xxi) Take any action that places an unreasonable or disproportionate load on the infrastructure of the Peptle Services or Peptle systems or networks connected to the Peptle Services, or otherwise interfere with or disrupt the functioning of any of the Peptle Services or the servers or networks on which they are hosted or that provide them, or violate requirements, procedures, policies or regulations established by such servers or networks;
xxii) Use the Peptle and its affiliate’s Services or the User Platform to distribute any type of spam, “unsolicited” mail, fraudulent messages, phishing, “happiness letters”, pyramid schemes and other similar actions, or otherwise engage in any other unethical marketing and advertising activities;
xxiii) Sell, license, or use for commercial purposes the Licensed Content and / or Peptle Services or access to them, except as provided in the Peptle Terms;
xxiv) remove, modify, or alter copyright references, watermarks, restrictions, or symbols that signify the proprietary rights of our licensors, including the copyright mark (©), Creative Commons license icons (cc), or trademarks (® or ™), whether they are present in or associated with Peptle Services and/or Licensed Content.
xxv) Violate, attempt to violate or otherwise fail to comply with the Peptle Terms or legal requirements that apply to the Reseller use of the Peptle Services.
xxvi) Access or use the Services for comparative or other competitive analysis purposes, or to create a competitive product or service.
xxvii) Violate applicable laws in any manner.
Y) Agreed not to sublet, sublease, sell, transfer, discharge, distribute, delegate, or assign the rights under this Agreement to any third party without the prior written consent of the Peptle.
Z) have to obtain prior permission from the Peptle before entering into any contracts, Agreement s, or activities with third parties.
Aa) not, while providing, selling, or marketing the products and services of the Peptle, make any representations in the business or offer any warranties other than those specified in the Peptle's printed price list.
Bb) maintain records of all sales and shall promptly transmit all funds received from such sales to the Peptle every Saturday. All sales must be conducted on a cash basis with the delivery of products and services, unless written consent from the Peptle is obtained for credit sales. In the case of credit sales, the Peptle may specify an increase in the price of its products and services above the current list price.
Cc) If the Reseller requests the Peptle to provide purchases or services to any entity related to the Reseller, including parents, subsidiaries, related businesses, individuals, shareholders, partners, proprietors, directors, representatives, employees, agents, customers, or any other party associated with the Reseller ("Reseller Affiliate"), both the Reseller and the Reseller Affiliate shall be collectively and individually responsible to the Peptle. This liability exists even if the Peptle invoices the Reseller Affiliate directly or in the name of the Reseller.
Dd) during the course of selling products and services to customers in the business, shall ensure that customers sign an Agreement with the following provisions:
(i) The Reseller commits that all customers purchasing the Peptle's products and services shall enter into and adhere to the aforementioned Agreement. Failure to do so shall be considered a breach of this Agreement by the Reseller, entitling the Peptle to pursue legal rights and remedies against the Reseller for such a breach.
(ii) The Reseller shall not directly or indirectly engage in the resale of the Peptle's products and services outside the authorized territory.
(iii) The Reseller shall not sell the Peptle's products and services to the public at prices lower than those specified in the current price list.
Ee) Reseller acknowledges that Peptle offers various services, apps, sites, devices, and platforms designed to facilitate interactions among users, including buyers and suppliers of products and services. It's important to note that Peptle acts solely as a facilitator in these transactions and does not act as a representative for the seller, service provider, buyer, or any other user involved. Peptle also does not have control over, and is not responsible for, the quality, safety, legality, or availability of the products or services listed on its app, site, platform, or device. Furthermore, Peptle is not responsible for ensuring the ability of suppliers to complete sales or the ability of buyers to complete purchases.
Reseller and its affiliates agree to assume all risks associated with any transactions conducted based on the content, information, or any other material provided on Peptle or its affiliates. They also acknowledge and assume any risks related to liability or harm of any nature that may arise due to or be associated with any subsequent activities related to the products or services involved in such transactions.
i) These risks encompass a wide range of possibilities, including but not limited to the misrepresentation of products and services, fraudulent schemes, products or services not meeting specified standards, the presence of defective or unsafe items, the offering of unlawful products, delays or defaults in delivery or payment, errors in cost calculations, breaches of warranty or contract, and accidents during transportation.
ii) Additionally, these risks extend to situations where the manufacturing, importation, distribution, display, purchase, sale, or use of products or services offered or listed on Peptle may be alleged to violate the rights of third parties. Reseller, User(s), or customers may also face the risk of incurring expenses related to defending against claims made by third parties asserting their rights or demanding indemnification in connection with such claims.
iii) Moreover, these risks encompass the possibility that purchasers, customers, end-users of products and services, or other parties who allege to have suffered injuries or harm in connection with products and services initially acquired by Peptle's User(s) or customers through purchase and sale transactions facilitated by Peptle or its affiliates may experience harm and assert claims stemming from their utilization of these products and services.
Ff) The Reseller and its affiliates acknowledge and agree that Peptle and its affiliates shall bear no liability or responsibility for any damages, liabilities, costs, inconveniences, business disruptions, or expenditures of any nature that may arise as a result of or in connection with Transaction Risks.
The Reseller and its affiliates are exclusively responsible for all the terms and conditions governing transactions conducted on, through, or as a consequence of the use of any content, information, or other material provided on Peptle or its affiliates. These terms include, but are not limited to, provisions related to payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation, and storage.
In the event of a dispute involving any party to a transaction, the Reseller and its affiliates agree to release and indemnify Peptle (along with our agents, affiliates, directors, officers, and employees) from any and all claims, demands, actions, proceedings, costs, expenses, and damages (including, without limitation, any actual, special, incidental, or consequential damages) arising out of or in connection with such a transaction involving Peptle.
Gg) The Peptle retains the authority to, at its discretion and without any obligation, introduce, develop, amend, cease, or permanently terminate the Services in whole or in part, either temporarily or permanently, with or without cause. It is important to note that the Peptle shall not be held accountable for any such actions, whether they involve the addition, alteration, suspension, or discontinuation of the Services.
Hh) The Reseller and its affiliates represent and warrant that they have the right to avail or use the services provided by Peptle, including but limited to its platform or any other services provided by Peptle in relation to the use of its services ("Peptle’s Services”). The Reseller and its affiliates or representatives agree to abide by the Terms/Agreement and any other rules and regulations imposed by the applicable law from time to time. Peptle or its affiliates shall have no liability to the Reseller or its affiliates or anyone else for any content, information or any other material transmitted over Peptle’s Services, including any fraudulent, untrue, misleading, inaccurate, defamatory, offensive, or illicit material and that the risk of damage from such material rests entirely with the Reseller or its affiliates.
Peptle retains the exclusive right to exercise its discretion in refusing access to Peptle's Services to any individual or entity at any given moment. Furthermore, it should be noted that Peptle's Services are not accessible to, and may not be employed by, the Reseller, its affiliates, or Users whose accounts have been suspended by Peptle, whether on a temporary or permanent basis.
Ii) That the Reseller shall not sell the products and service of the Peptle to any customer except at current price list of the Peptle conveyed by the Peptle from time to time.
Jj) Reseller acknowledges that Peptle may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and service providers and subcontractors (“Subcontractors”) from time to time to provide certain services. The Peptle shall supervise such services and endeavour to guard against any loss to Reseller and its customers as the result of the failure of Subcontractors to properly execute their commitments, but Peptle shall not be responsible for their failure, acts or omissions. If Reseller enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that Peptle utilize such Preferred Suppliers in the discharge of Peptle’s obligations hereunder, Reseller remains solely responsible for such Preferred Suppliers.
Kk) The Reseller acknowledges that the Peptle cannot provide a guarantee for the results or outcomes of specific procedures. For example, government rejection of a trademark application may occur for legal reasons that are beyond the scope of the Peptle's services. Additionally, government backlogs or issues with government platforms (such as the MCA website, Income Tax website, or FSSAI website) can lead to significant delays in completing processes. Similarly, the Peptle cannot guarantee the results or outcomes of services provided by Peptle's Associates on its various platforms, as these associates are not employees of the Peptle. Such issues are beyond the control of the Peptle and are not covered by any guarantee or eligible for a refund. Therefore, delays in government processing cannot serve as a basis for a refund.
Ll) The Reseller shall not have any right to take legal action against the Peptle for any delays or business interruptions arising from:
⦿ Service unavailability
⦿ Negligence or willful misconduct of employees, resource persons, or faculties
⦿ Non-performance of work
⦿ Shortage of stock
⦿ Delays in transit
⦿ Service interruption
⦿ Accidents
⦿ Strikes
⦿ Other unavoidable occurrences in replenishing such stock or work.
These situations are considered beyond the control of the Peptle and do not grant the Reseller the right to pursue legal action.
Mm) Upon termination of this Agreement, regardless of the reason, the Reseller shall adhere to the following restrictions:
For a period of 15 years, the Reseller shall not solicit trade orders from individuals or entities who had been purchasers of the products and services of the Peptle at any time within the 10 years immediately preceding the date of termination.
For a duration of 10 years following termination, the Reseller is prohibited from engaging in or having any involvement as an agent or employee or partner in any business, company, or entity that is engaged in the manufacturing, sale, distribution or marketing of products and services that closely resemble those offered by the Peptle.
Nn) Throughout the term of this Agreement, the Reseller is required to commit their full attention and efforts to promoting and selling the Peptle's Products and Services. During all business interactions, the Reseller must maintain a high standard of honesty and loyalty to the Peptle. Additionally, the Reseller may not, without prior written consent from the Peptle, participate directly or indirectly as a Reseller, marketer, promoter, or employee in any other business or trade.
Oo) The Reseller and its Affiliates acknowledges and agree that they may not copy, modify, distribute, sell, or lease any part of our services or software. Also, they may not reverse engineer or attempt to extract any of Peptle’s source code unless the Reseller or its Affiliates have our written permission or applicable law permits them to do so. These terms are an integral part of this Agreement. Further, the following are including in this term of service:
i) The Reseller’s only right to use Peptle or its Affiliate's services is by virtue solely of this Agreement. The Reseller acknowledges that all intellectual property rights associated with this Agreement and all components of Peptle or its Affiliate's services are the exclusive property of Peptle Private Limited.
ii) All rights, title, and interest in and to the Platform and Services, including all intellectual property rights arising out of the Platform and Services, are owned by or otherwise lawfully licensed by the Peptle. Subject to compliance with these Terms, the Peptle grants the Reseller and its Affiliates a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use the Platform and Services in accordance with these Terms and its written instructions issued from time to time.
iii) The Reseller and its Affiliates should operate under the assumption that all content they encounter on the Platform is protected under the Indian Copyright Act, 1957, and other relevant intellectual property laws of India. Usage of such content is not permissible unless prior written permission is obtained from the Peptle.
iv) The Peptle retains the unrestricted and exclusive right to use, copy, disclose, publish, display, and distribute the content provided by the Reseller and its Affiliates, without any obligation for royalty payments, acknowledgments, prior consent, or any other form of restriction based on the intellectual property rights of the Reseller and its Affiliates.
v) Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to the intellectual property rights of Peptle or any third party.
vi) The contents of Peptle’s Platform, including but not limited to the text and images, are copyright-protected in the whole and every part of the entire Platform, unless otherwise specified. All such content belongs to the Peptle and may not be used, sold, licensed, copied or reproduced in whole or in part, in any manner, form, or on any media, to any person or entity without the prior written consent of the Peptle.
Pp) The Reseller and its Affiliates acknowledge and agree not to copy, download, or reproduce Peptle's app, site, platform, or any of its service content, information, or any other material, including text, images, video clips, directories, files, data in any form, programs, or listings available through its services (referred to as "Peptle Content") for purposes such as reselling, redistributing, mass mailing (via email, wireless text messages, physical mail, or any other means), operating a business that competes with Peptle, or commercially exploiting the Peptle Content unless expressly agreed upon by both parties. The systematic retrieval of Peptle Content, whether done directly or indirectly through robots, spiders, automated tools, or manual processes, to create or compile a collection, compilation, database, or directory is strictly prohibited without prior written permission from Peptle.
Qq) Furthermore, any use of Peptle Content for any purposes not expressly permitted in this Agreement is strictly prohibited and entitles Peptle to initiate appropriate legal action. The Reseller and its Affiliates acknowledges and agree that, as a condition of their access to and use of Peptle’s Services, they will not use Peptle’s Services to infringe upon the intellectual property rights of any third parties in any manner. Peptle reserves the right to terminate the right of the Reseller and its Affiliates’ access to or use of Peptle’s Services in the event of any infringement of the rights of third parties related to the use of Peptle’s services, or if Peptle believes that the conduct of the Reseller and its Affiliates is detrimental or prejudicial to the interests of Peptle or its affiliates, other Users, or for any other reason, at Peptle's sole discretion, with or without cause.
Rr) The Reseller shall not have any right, whether legal, financial, intellectual or in any other form, pertaining to the Peptle’s system, proprietary marks, brand, logo, designs, products and services, technologies, innovations, ideas, know-hows, etc.
Ss) Do not utilize the "Peptle" brand and its various other trademark on any stationery, letterhead, business cards, signage, or any other medium, unless expressly approved in writing by the Peptle. Any advertising, sales materials, promotional content, whether for print or visual media, or any other marketing materials, must be developed in consultation with the Peptle and only after obtaining written consent.
Tt) During and after the term of this Agreement, the Reseller shall not disclose or reveal, any part of the "Peptle" retailing system to any person whatsoever. In addition after the termination of this Agreement, the “Reseller” shall be forbidden to use any sign, trademark, trade name, brand name, logo, image, letterhead, business card, advertising or anything else that might associate the “Peptle” product in the public’s mind.
Uu) The penalty for violation of confidentiality shall be liable upon the Reseller or its shareholders or the directors or executives or representatives - of any kind – of the Reseller. The Reseller and its affiliate or representatives shall be liable to make a payment of INR Ten Crore in liquidated funds within three months. Alternatively, the Peptle reserves the right to unilaterally determine the penalty amount as they deem fit.
Vv) The Reseller and its affiliates acknowledge and consent to the Peptle's discretionary authority to authorize or appoint individuals to various positions within the Reseller's business. Under no circumstances shall the Reseller and its affiliates take any actions against the Peptle's representatives involved in the Reseller's business, irrespective of their roles as directors or shareholders in the Reseller.
The Reseller unconditionally agrees, without raising any objections, that they bear full legal and financial responsibility and liability for the management of the Reseller business. The Reseller maintains control and management of its business, and consequently, the Peptle's representatives shall always enjoy immunity from any legal, financial, or criminal liabilities or proceedings arising from the Reseller's business.
Ww) Reseller, its affiliates, representatives, applicants, or any users acknowledge and agree to comply with all terms and conditions outlined on the Peptle's web platform. This includes, but is not limited to, websites, apps, or software such as peptle.com or pepkart.com, as well as their various subdomains referenced by policies.peptle.com etc. This agreement is binding even if the Reseller, applicant, or user does not formally sign specific Agreements related to usage, purchasing, sale, resale, lease, consultancy, marketing, or reselleing. They are obligated to adhere to the digital terms and conditions.
The Peptle, with its exclusive and sole discretion, will determine the specific agreement, contract, terms, or license in which the Reseller, applicant, or any other user has violated, based on their activity and intention. The agreement term will commence from the date the Reseller, applicant, or any other user initiates usage of the platform. In certain scenarios, multiple agreements may be applicable. For Resellers, the Reseller Agreement stands as the valid, final, and definitive contract, whether executed on paper or digitally. The termination term will vary depending on the clauses of each agreement and the commencement date of usage.
In the event of a breach, even if the respective Agreement is not formally executed, the digital terms and conditions will be considered legally valid. Any user, applicant, or Reseller engaged in the sales or marketing of Peptle products and services will be subject to legal proceedings in accordance with the Reseller Agreement available on the Peptle's web platform, regardless of whether they have not signed it formally. If a formally signed agreement between the parties is available, it will take precedence and be the final document; otherwise, the digital terms and conditions will serve as the legal agreement between the parties.
Furthermore, the Reseller and its affiliates or representatives or applicant or user unconditionally agree, without raising any objections, that they are fully liable both legally and financially for any violations of the terms and conditions outlined on the web platforms. It is acknowledged that these web platforms can serve as a means for self-training, replacing the need for the operational manual provided by the Peptle.
Xx) Hereby confirmed and agreed that the Reseller and its affiliates, including parents, subsidiaries, related businesses, firms, or any individuals claiming through the Reseller, its proprietors, shareholders, partners, successors, directors, executives, or representatives of any kind, shall refrain from initiating or using the brand name "Peptle" or any name that bears similarity or identity to the brand names and trademarks owned by the Peptle, such as Peptle, Pepkart, Peptack, or any other similar business, initiative, or activities, either directly or indirectly. This prohibition extends to engaging in the production, distribution, marketing, or advertisement of similar goods or services, or any aspect thereof, as well as involvement in any ongoing or anticipated business, research, projects, development, or the existing or future products and services offered by the Peptle. This restriction shall remain in effect for a duration of 15 years, starting from the effective date.
Under no circumstances shall the Reseller, its proprietors, shareholders, directors, executives, or representatives, in any form or manner, pose a threat, challenge, competition, or conflict to the interests of the Peptle, its brand, or its products and services.
This provision shall be applicable to all existing affiliates, parents, subsidiaries, related businesses, firms or any individuals claiming through the Reseller, its proprietors, shareholders, partners, successors, directors, executives, or representatives of any kind who are related to this Agreement, whether appointed before or after the effective date of this Agreement.
In the event of a breach of this clause or any violation of the terms and conditions outlined in this Agreement, the Peptle reserves the right to impose a significant financial penalty in the form of liquidated funds. The specific amount of this penalty will be determined solely by the Peptle. The Reseller unequivocally agrees, without any objections, to pay the amount set by the Peptle for such a breach. It is important to note that this penalty is separate from any other legal remedies that may be pursued by the Peptle.
Irrespective of any provisions to the contrary in this Agreement, the director and shareholder of the Reseller who owns share capital in the Peptle, namely Abhimanyu Sadasivan (DIN: 08092066; PAN: BPRPA9334L) and Pushpakumari (DIN:08092067; PAN: GENPK6599M), shall not be held liable to the Peptle and its Affiliates for any indirect, incidental, special, or consequential damages, or any loss of revenue or profits that may arise directly or indirectly from, or be in any way related to, these Terms or the Services.
To the fullest extent permitted by law, the Peptle and its Affiliates agree to waive, release, discharge, and hold harmless the aforementioned directors and shareholders of the Reseller from any and all legal proceedings, both civil and criminal, as well as any claims, losses, damages, liabilities, expenses, and causes of action that may arise from the products and services or the terms of this Agreement. Abhimanyu Sadasivan and Pushpakumari shall be immune from any legal, civil, or criminal proceedings initiated by the Peptle in connection with this Agreement.
Yy) For clarity, Reseller will not act as a sub licensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees and refunds as further set forth in this agreement.
Zz) Identification as Reseller. During the Term, subject to this Agreement and any quality standards and usage guidelines that Peptle specifically prescribes (including the Trademark Guidelines available at Terms of Use), Peptle grants Reseller the right to use Peptle’s Brand Elements solely in connection with identifying yourself as a Peptle “Reseller” in connection with your authorized resale of the Offerings. Reseller will not advertise or market Peptle’s Offerings without clearly identifying Peptle as the developer or provider of such Offerings. Reseller will promptly cease any use of Peptle’s Brand Elements upon request. At no time during or after the Term will Reseller (a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or Peptle’s domains, (b) challenge or assist others to challenge Peptle’s trademark rights in the Brand Elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the Brand Elements, or (d) use the Brand Elements except as expressly permitted in this Agreement. Reseller acknowledges that any unauthorized use of Peptle’s Brand Elements will constitute a material breach of this Agreement. Except as authorized herein, neither Peptle nor Reseller may make any public announcement or other public disclosure about this Agreement or Peptle and Reseller’s relationship under this Agreement without obtaining the prior written approval of the other.
10) RIGHTS AND OBLIGATIONS OF PEPTLE:
The “Peptle” shall;
A) possess the exclusive right and freedom to unilaterally modify, amend, or supplement any of the clauses stipulated herein if deemed necessary.
B) retains the authority to grant or withhold approval for the location of the Reseller center, considering various factors it deems relevant. These factors may include the state of the premises, the demographic characteristics of the nearby area, proximity to potential customers, lease terms, accessibility via major roads, and overall suitability. It should be noted that the Peptle's assistance or approval does not imply guaranteed profitability or success for the Reseller Business at the chosen center. The responsibility for identifying and choosing the center ultimately rests solely with the Reseller.
C) reserves the right to conduct periodic inspections of the Reseller's center to verify compliance with the standards set forth by the Peptle. The Reseller is responsible for making necessary modifications, refurbishments, and equipping the center as required, and all associated costs shall be borne by the Reseller.
D) furnish the Reseller with standardized criteria outlining the design and configuration specifications necessary for the establishment of the New Reseller Business. These specifications encompass aspects such as exterior and interior design and layout, fixtures, furnishings, equipment, and signage. These criteria shall be provided to the Reseller in advance of the opening date.
E) provide a copy of the Operation Manual on time with updated points and procedures for the purpose of allowing Reseller to become familiar with Peptle’s requirements.
F) provide the necessary technical and administrative guidance, support, and training required for the successful operation of the Reseller Business. Additionally, the Peptle will offer specific pre-opening guidance to the Reseller, at the sole and exclusive discretion of the Peptle, for the benefit of the business.
G) provide the essential software and applications to the Reseller, along with the comprehensive price list of the Peptle, which must be utilized by the Reseller for all billing purposes.
H) take best efforts to complete the services as per the TAT time provided. However, all services provided by the Peptle are subject to Government processing time and the client providing information/ documents.
I) not guarantee absolute uninterrupted or completely error-free services and cannot assure that the provided software or other materials are devoid of system errors. However, the Peptle will take all reasonable precautions and steps to mitigate such occurrences.
J) not be held liable for any direct or indirect damages or losses, or expenses caused to the Reseller and its Customers due to the use or inability to use the products and services. This includes damages resulting from incomplete or unavailable services, processing, support, assistance, advice, and training, as well as negligence and intentional misconduct by the Peptle, its representatives, affiliates, and employees. The Peptle shall also not be responsible for any errors, failures, DDoS attacks, or other server-related issues, network errors, file deletions, defects, operation or data transfer delays, software problems, changes in system functionality, or any other causes.
K) have the unilateral authority and power to determine the commission or margin rate from time to time, and the Reseller shall not have the right or authority to challenge this decision in any arbitration, court, or similar forum.
L) The Peptle shall be responsible for appointing a dedicated Manager/Admin Officer/Consultant who will serve as a single point of contact for the Reseller. This appointment will be made at the sole discretion of the Peptle and subject to any conditions it deems appropriate.
M) reserves the right to appoint additional "Resellers" in the same cities, regions, territories, or localities where the existing "Reseller" is located and conducting their business.
11) ADVERTISING:
A) The Reseller hereby agrees to utilize and prominently showcase the Peptle's Marketing Materials and proprietary marks exclusively in conjunction with the New Reseller Business, as stipulated by the terms of this Agreement.
B) The Reseller agrees to adhere to the following guidelines for local advertising and marketing activities in association with the New Reseller Business:
⦿ Reseller shall allocate a monthly or annual budget equivalent to 10% to 20% of its gross monthly or annual revenue for local marketing and advertising efforts promoting the Reseller Business.
⦿ The Peptle reserves the right to request reports concerning Reseller's advertising expenditure and related activities at its sole and exclusive discretion.
C) Reseller agrees not to engage in any advertising or marketing activities for the New Reseller Business that could harm or diminish the reputation of the Peptle. In cases where Reseller has not obtained prior approval for any marketing materials, Reseller commits to submitting such materials to the Peptle for review. The Peptle will then assess and either approve or deny these materials within a reasonable timeframe.
12) RELOCATION OR OUTSIDE SALES:
This Agreement does not grant Reseller any rights to relocate the Reseller Business, utilize the system outside the scope of the Reseller Business, or offer services or sell goods featuring the proprietary marks beyond the designated territory. In cases where the Peptle occasionally consents to permit Reseller to conduct business outside the territory, this shall not be interpreted as a waiver of any other terms within this Agreement. The Peptle may establish specific requirements governing any sales or services conducted outside the Territory. Additionally, the Reseller must consistently collaborate with the local Reseller of the Peptle, adhering to the instructions provided by the Peptle as communicated from time to time.
13. RENEWAL OF RESELLER:
The Reseller is required to provide written notice of their intention to either renew the Agreement or not, at least sixty (60) days before the end of each financial year.
Alternatively, the Peptle may issue a termination notice to the Reseller. In either scenario, whether initiated by the Reseller or the Peptle, the Agreement will expire. The Peptle holds the unilateral authority and discretion to decide whether to terminate or renew a Reseller. If the Peptle chooses to renew the Reseller Agreement, they must notify the Reseller accordingly.
Reseller hereby acknowledges and agrees that the terms of any Agreement to renewal (“Renewal Agreement”) may be substantially different, including any royalty rates, or Marketing Agency fees and any other terms, all at the sole and exclusive discretion of the Peptle.
In order to be considered for renewal, Reseller shall have met each of the following condition (s):
A) The Reseller shall be responsible for maintaining an average annual sales volume of at least Rs. 8,00,000 during each financial year, or the Reseller should generate equivalent revenue each year.
B) The Reseller must not have been delinquent in making any payments in the 12 months leading up to the expiration of the Agreement.
C) The Reseller has throughout the current financial year properly observed and performed all its obligations under this Agreement and is not at the expiry date in default under any such obligations and hereby warrants the same to be done at renewal date;
D) The Reseller shall ensure that all financial obligations owed to the Peptle are duly met and settled.
E) Before the expiry date, the Reseller shall, upon request by the Peptle, undertake and complete, at the Reseller's sole expense, any maintenance, renovation, repairs, or refurbishment of the Premises, equipment, fixtures, and fittings related to the Reseller Business as stipulated by the Peptle within the designated timeframe.
F) Prior to the expiry date, the Reseller shall execute a Letter, in a form acceptable to the Peptle, effectively releasing and waiving any and all claims, of any nature, against the Peptle, its holding, subsidiary, or affiliate entities, or any shareholder, director, employee, agent or consultant of the Peptle, as well as any other Reseller of the Peptle.
G) Before the expiry date, the Reseller and all individuals employed or associated with the Reseller in the operation of the business, as specified by the Peptle (including, but not limited to, any Business manager), shall have successfully undergone re-training or refresher training, as determined by the Peptle. This training shall be conducted at a time and location designated by the Peptle, in its sole and exclusive discretion.
Despite meeting the above-listed conditions(s), Reseller acknowledges and agrees that Peptle shall in no way be obligated to issue any renewal Agreement to Reseller.
If Peptle decides, in Peptle’s sole and exclusive discretion, that a renewal Agreement shall be offered to Reseller, Reseller shall execute such Agreement in a timely manner.
The parties acknowledge and agree that this Agreement confers no automatic right or other rights to renewal, continuation, or a subsequent Reseller Agreement on or after the expiration date and that Peptle shall have no obligation to continue any relationship with Reseller after the Expiration Date.
14) CONDITIONS FOR TERMINATION OF RESELLER:
The Term of this Agreement shall commence on the Effective Date as specified in this Agreement and shall persist until the Expiration Date, as defined below, unless this Agreement is terminated before a date as specified in this provision and elsewhere within this Agreement. If the dates indicated at the end of this document vary, this Agreement shall be considered effective from the date when either the Reseller first utilizes the Peptle's products and services or the date when the Reseller places an order to resell the offerings to a customer in accordance with this Agreement.
This clause is also subject to the terms and conditions specified in the subsection of this agreement, outlined as bullet number Ww of 9 under "Rights, Responsibilities, and Obligations of the Reseller."
The Expiration Date shall be determined as follows:
Two months after the first anniversary of this Agreement coming into effect on the specified date.
If, for any reason, the Reseller fails to open the New Reseller Business by the designated Opening Date, the Peptle shall have the following remedies, at the Peptle's sole and exclusive discretion:
A) The Peptle may grant the Reseller an extension of time to open the New Reseller Business without altering the expiration date.
B) The Peptle may request the Reseller to enter into a New Reseller Agreement with a revised opening date and potentially a new expiration date, solely at the discretion of the Peptle.
The Peptle shall possess the right to terminate this Agreement for good cause, defined as any significant violation of this Agreement. In particular, the Reseller acknowledges and agrees that the following acts (not an exhaustive list, and not limited to these acts alone) shall be grounds for immediate termination:
⦿ Reseller’s failure to commence business within one months of executing the Agreement;
⦿ Abandonment of the business for a period of thirty-one (31) consecutive days, or for a shorter period if determined by the Peptle that the Reseller does not intend to continue operating the Reseller Business, may lead to termination.
⦿ Files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property;
⦿ Imposition of any levy upon the Reseller Business;
⦿ Loss or termination of the right to occupy the physical space of the Reseller Business in any way;
⦿ Reseller is convicted of a felony or engages in any criminal misconduct related to the operation of the Reseller;
⦿ Reseller failed to comply with Government regulations and requirements;
⦿ Reseller is in a breach of (any of) the terms of the Agreement;
⦿ The Peptle discovers a material misrepresentation made by the Reseller in connection with this Agreement;
⦿ Reseller engages in any behaviour that would impair the Peptle's trademark, trade name, or any other commercially valuable intellectual property;
⦿ The Reseller behaves in any manner that reflects poorly on the reputation and goodwill of the Peptle or fails to act in a commercially reasonable manner;
⦿ Reseller fails to pay any fees, costs, charges or other amount due under this Agreement.
⦿ Failure by the Reseller to pay any fees, costs, charges, or other amounts due under this Agreement;
Rights & Obligations on Terminations
In the event this Agreement naturally expires or is terminated, Reseller hereby agrees to take the following actions:
⦿ Immediately cease all usage of the proprietary marks and the system for any business activities and return any manuals, literature, specifications, forms, bills, invoices, memoranda, training materials, advertising materials, instructions, and any materials containing the proprietary marks to Peptle. Surrender any materials that indicate the Reseller's association with Peptle and its various brands and trade names.
⦿ The Reseller shall forfeit all rights and privileges granted under this Agreement. The Reseller shall no longer have the authorization to use the trade name or materials of the Peptle.
⦿ The Ex-Reseller shall not exploit their former status as a Reseller by making any explicit or implicit representations.
⦿ Remove any signs or advertisements that identify the Peptle or the Peptle's business from the Reseller Business and undertake any remodeling or redecoration as necessary, as directed by the Peptle, to further distinguish it from the Peptle's Business.
⦿ The Reseller shall furnish a comprehensive list of all existing customers and potential customers to the Peptle.
⦿ The Reseller shall ensure the timely payment of all amounts owed to the Peptle. Both parties shall settle any outstanding amounts within seven (7) days from the date of termination of the Agreement.
⦿ The Reseller shall not to engage in any form of competition with the Peptle, whether directly or indirectly, personally or through associates, affiliates, parents, subsidiaries, related businesses, firms, any other related entities, or individuals, for a duration of 15 years starting from the date of termination of this Agreement. This commitment extends to refraining from involvement with individuals or entities connected to the Reseller, including proprietors, shareholders, partners, successors, directors, executives, or representatives, in any activities that would compete with the Peptle.
⦿ Within ten (10) days following the termination or expiration of this Agreement, the Reseller shall promptly return to the Peptle all Proprietary or Confidential Information (as defined below) belonging to the Peptle, including any copies thereof, in the Reseller's possession. Alternatively, with the explicit approval of the Peptle, the Reseller may opt to appropriately destroy all such Proprietary or Confidential Information.
The Peptle shall retain all fees and other payments made in accordance with this Agreement. Furthermore, the Peptle may, at its discretion, choose to acquire the Reseller's stake in any lease, physical space, furniture, fixtures, equipment, or other tangible assets. The purchase price for these assets shall be determined as the lower of either the original cost incurred by the Reseller or the prevailing fair market value, as determined by an independent appraiser.
In the event that there are outstanding fees owed to the Peptle upon the expiration or termination of this Agreement, the Reseller shall promptly settle these amounts. If the termination results from a breach or default on the part of the Reseller, these sums shall encompass all damages, costs, and expenses incurred by the Reseller.
The Peptle shall retain all rights and remedies following the termination or expiration of this Agreement. Additionally, such expiration or termination shall not absolve the Reseller of any obligations owed to the Peptle at the time of expiration or termination, and it shall not terminate those obligations and liabilities of the Reseller that, by their nature, persist beyond the expiration or termination of this Agreement.
If any of the aforementioned terms and conditions are violated by the Reseller or if any fraudulent attempts are made that could potentially result in financial loss to the brand or harm the reputation enjoyed by the Peptle, the Peptle retains the unilateral right to terminate the Reseller Agreement immediately without prior notice. In such a case, any security deposit provided by the Reseller shall be forfeited. If circumstances necessitate the Peptle to send a representative to the Reseller's location due to the reasons mentioned above, all travel and related expenses incurred by the Peptle shall be reimbursed by the Reseller.
Upon suspension or termination, the Reseller's access to and use of the resources provided by the Peptle will cease immediately. The Peptle also reserves the right to remove or delete any information that the Reseller may have on file with the Peptle, including any account or login information.
The Reseller shall remain liable for any loss caused to the brand even after the termination of the Agreement as a result of the actions and deeds committed by the Reseller.
15) THIRD PARTY LICENSE AND INVOLVEMENT:
In addition to any other fees or terms stipulated in this Agreement, the Reseller shall bear the responsibility of acquiring or accepting necessary third-party licenses, consultations, or arrangements as required by the Peptle to facilitate specific products and services, consultations, assessments, designs, and developments. These third-party offerings may encompass a variety of items, including but not limited to professional services, certifications, web-based tools, domain registrations, backend software applications, music, stock imagery, clip art, digital content, data resources, training materials, and sessions, or any other copyrighted materials deemed essential by the Peptle for the Reseller's operations. Should the cost of any such third-party product or service exceed Rs. 10,000.00 per unit, the Peptle shall obtain the Reseller's advance written consent before integrating such third-party elements.
The Reseller and its Affiliates acknowledge and agree that regardless of the manner in which third-party Services are provided to them, the Peptle acts solely as an intermediary platform between them and the relevant Third-Party Services. The Peptle does not endorse these Third-Party Services in any manner and assumes no responsibility or liability concerning them. Peptle has no control over, and is not responsible for, the interactions and transactions that the Reseller or its Affiliates engage in with third-party Services.
The Peptle does not make any representations and explicitly disclaims all warranties and liabilities related to these Third-Party Services, including their accuracy or completeness. Additionally, all intellectual property rights associated with Third-Party Services belong to the respective third-party providers.
16) EXCLUSIVITY:
This Agreement does not impose any restrictions on the Peptle, its affiliates, parents, or subsidiaries, preventing them from engaging in discussions regarding similar arrangements or related transactions with any other party, regulatory bodies within India or abroad, or their respective successors.
17) OWNERSHIP AND ASSIGNMENT:
The Peptle holds the authority to grant or withhold its consent at its sole discretion, subject to any conditions it deems appropriate.
The Peptle retains the right to assign or transfer any of its rights, or delegate its obligations under this Agreement, either in full or in part, to its affiliates, subsidiaries, parent companies, or any other entity or individual, including successors in interest of any business associated with the services, without the need for prior notice.
However, for the Reseller, this Agreement, proprietary marks, or any rights granted herein cannot be assigned, sold, leased, sub-licensed, or transferred in whole or in part without the prior express written consent of the Peptle. This consent will not be unreasonably withheld if the proposed transferee meets the Peptle's existing requirements for Reseller.
In the event the Peptle agrees to any assignment, the Peptle and Reseller will engage in discussions to establish the terms of the assignment. This will involve the execution of an additional Agreement. If the Reseller attempts to assign or transfer this Agreement without obtaining the Peptle's approval, the Peptle may, at its sole and exclusive discretion, terminate the Agreement.
The Parties mutually acknowledge and consent that the Peptle shall possess unilateral rights, complete, exclusive, and sole ownership over the work product, proprietary marks, system, and all confidential information or services performed by the Reseller in accordance with this Agreement.
The Reseller must expeditiously notify the Peptle in writing of any works, products, discoveries, developments, designs, innovations, improvements, inventions, content, materials, and data (regardless of their commercial readiness or potential eligibility for intellectual property protection) that are generated, created, enhanced, acquired, or acquired knowledge of by the Reseller (individually or collaboratively with others) during the period in which the Reseller is rendering Services to the Peptle as a consequence of fulfilling those Services. This notification should include any related concepts, ideas, suggestions, approaches, and methodologies.
The Reseller hereby acknowledges and agree that any and all work product, materials, including but not limited to ideas, concepts, or notes (including all modifications), which are created during the course of conducting business operations or pertain to the Services and Confidential Information (as defined below), or any of the aforementioned, shall be the sole and exclusive property of the Peptle. The Reseller must promptly return these materials, along with any copies, to the Peptle upon the Peptle's request.
Further, Reseller herein agree that in consideration of this Agreement, without any compensation, hereby assigns, and agrees to assign, to the Peptle all worldwide, unlimited, perpetual, irrevocable, transferable, sub licensable exclusive license, right, title, and interest to all Work Product and confidential information that:
(A) relates to:
(i) all or any aspect of the Peptle’s actual or anticipated business, research, development, or existing or future projects, products or services, or
(ii) an actual or demonstrably anticipated research or development project of the Peptle;
(B) is conceived, created, and reduced to practice, developed, or made entirely or in any part:
(i) during the duration in which services are rendered, either during Peptle's working hours or using any equipment, supplies, facilities, assets, materials, information (including, without limitation, Confidential Information), or resources belonging to the Peptle (including, but not limited to, any intellectual property rights); or
(C) any results arising from work performed by the Reseller on behalf of the Peptle. This includes creative works, discoveries, designs, software, computer programs, technologies, inventions, improvements, modifications, enhancements, know-how, plans, products, formulas, concepts, or ideas. For a period of 10 years following the cessation or termination of the Reseller's relationship with the Peptle, all such creations shall be considered Work Product owned by the Peptle under this Section, unless the Reseller can provide clear evidence that they fall outside the criteria outlined in this Section.
Even after the termination or expiration of this Agreement, Reseller acknowledges and agrees that its obligations of confidentiality regarding Proprietary or Confidential Information shall remain in effect for a total period of fifteen (15) years from the Effective Date.
The Reseller hereby assigns and unconditionally agrees to assign to the Peptle, without any royalty or other compensation, except as explicitly stated herein, a worldwide, unrestricted, perpetual, irrevocable, transferable, sublicensable (through multiple tiers) exclusive license, right, title, and interest in and to all intellectual property rights, including but not limited to patents, trade secrets, trademarks, copyrights, or any other proprietary information, that the Reseller may have, acquire, own, develop, or learn during the term of this Agreement. This assignment includes the Reseller's right, title, and interest, if any, in any such intellectual property rights or proprietary information pertaining to the Reseller's work under this Agreement, and it extends to the Peptle, its successors, assignees, or nominees.
The Reseller or its affiliates also extend a worldwide, irrevocable, royalty-free license to any other user(s) or customer(s) of the Peptle Service. This license enables them to access the Reseller's or its affiliates' content or work product through Peptle or its affiliate's Service and to utilize that content or work product. This utilization encompasses activities such as reproduction, distribution, creation of derivative works, display, and performance.
It's important to note that this license exclusively pertains to the use of the Reseller's or its affiliates' content or work product within the context of the Peptle or its affiliate's Service and does not grant any rights or permissions for a user to utilize such content or work product independently of the Peptle or its affiliate's Service.
The Reseller or its affiliates acknowledge and agree that the Peptle is granted full freedom to utilize any ideas, concepts, know-how, or techniques included in the information provided by the Reseller or its affiliates to the Peptle for any purpose. This includes, but is not limited to, the development, manufacturing, and marketing of products and services that incorporate such information. The Peptle, in this context, is not bound to safeguard confidential or proprietary information from disclosure and retains the liberty to reproduce, use, and distribute this information to others without any restrictions.
The Reseller also commits to transferring to the Peptle any and all intellectual property rights, including patents, trademarks, copyrights, business plans, or systems that are created, authored, or conceived by the Reseller during their engagement and pertain to the Peptle's business. The Reseller further agrees to collaborate with the Peptle's legal representatives to establish and secure ownership rights of such intellectual property in the Peptle's name or that of one or more entities affiliated with the Peptle.
The Reseller and its Affiliates acknowledge and agree to provide full cooperation to the Peptle, both during and after the term of this Agreement, concerning the acquisition, maintenance, and enforcement of Intellectual Property Rights related to Peptle-Related Developments. The Reseller shall sign or execute, both during and after the term of this Agreement, all papers and documents, including but not limited to copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, as deemed necessary or beneficial by the Peptle to safeguard its rights and interests in any Peptle-Related Development. In the event that the Reseller's signature cannot be obtained despite reasonable efforts, the Reseller hereby grants irrevocable authority upon each officer of the Peptle, appointing them as their agent and attorney-in-fact to execute any such papers or documents on behalf of the Reseller and take any actions required to protect the Peptle's rights and interests in any Peptle-Related Development.
Furthermore, the Reseller or its Affiliate shall cooperate with the Peptle and sign all necessary and appropriate documents to initiate proceedings for all such applications, transfer the Intellectual Property Rights to the Peptle, and register these assignments with the patent, trademark, and copyright offices of the relevant countries. The Peptle will be responsible for preparing and submitting any required assignment documents.
In accordance with the Peptle's duties and ownership of the Intellectual Property Rights, the Parties will execute, during the Closing, a power of attorney that rescinds the power of attorney held by the Reseller's counsel and designates the Peptle's counsel to receive correspondence and manage such Intellectual Property Rights.
Despite the aforementioned provisions, it is important to note that the Peptle frequently licenses materials, services, or products from third parties to be included in the Work Product. In such cases, the ownership of these licensed materials remains with the licensor. Reseller and its representatives or Client acknowledge that they are still subject to the terms of these licenses and do not acquire proprietary rights in these third-party materials beyond what is specified in the relevant license agreements.
18) CONFIDENTIALITY:
A) Confidential Information:
The Peptle possesses and may create, develop, and compile valuable proprietary methods, trade secrets, and confidential information collectively referred to as "Confidential Information." This Confidential Information may be disclosed by the Peptle to the Reseller as part of the Reseller's service performance.
The Reseller is under an obligation to uphold and protect the confidentiality of any information that is shared, accessed, or generated during the duration of this Agreement.
The Reseller must also ensure that access to Confidential Information is provided solely to individuals within its organization, including directors, officers, managers, executives, employees, licensors, affiliates, and their respective successors and assigns, as well as any other individuals associated with the Reseller ("Representatives"). These Representatives should only be granted access when they have a demonstrated need to know such information to fulfill the business purposes of this Agreement. Before disclosing any Confidential Information to these Representatives, the Reseller must inform them of the confidential nature of the information and their responsibility to refrain from disclosing it. The Reseller and its Representatives will employ all reasonable measures to maintain the confidentiality of the Confidential Information, which should be no less stringent than the measures used to protect their own similar information.
Within or after the services period, the Reseller shall not disclose, release, remove, or use for its own benefit or that of the Peptle, any documentation, information, or knowledge related to the operation or business of the Peptle or any of its subsidiaries or affiliates, obtained or made available to the Reseller during the course of their engagement with the Peptle, subsidiaries, or affiliates.
Furthermore, the Peptle and the Reseller agree to the following terms:
i) Confidential Information encompasses, without limitation, all non-public information, whether communicated orally or in writing, disclosed either directly or indirectly, through any communication means. This includes any information pertaining to the Peptle that is not publicly accessible. It covers not only information disclosed by the Peptle but also information owned, developed, acquired, observed, or learned by the Reseller, its affiliates, or representatives, for the benefit of the Peptle. The term "Peptle Information" is defined broadly, encompassing all information that possesses, or could potentially possess, commercial value or utility in the business the Peptle is or may be involved in. Unauthorized disclosure of such information could be detrimental to the Peptle's interests, regardless of whether it has been specifically identified by the Peptle.
ii) Confidential information does not encompass information that is publicly known
iii) Representatives or employees of the Reseller shall not copy, modify, alter, destroy, hand over, disclose, publish, disseminate, or otherwise make available any confidential information without the prior written consent of the Peptle.
B) Disclosure of Confidential Information:
The Peptle may share with the Reseller, whether orally or through any recorded medium, information concerning its or its affiliates', parent, sister concerns, and group companies' proprietary information, trade secrets, intellectual property, know-how, written documents, inventions, methodologies, technologies, software, scripts, source code, object code, materials, developments, techniques, tools used, schematics, specifications, designs, digital content, recordings, contracts, accounting, assets, financial information, sales and marketing plans, business plans, clients, client data, business contacts, educational materials, academic details, training details, business affairs, operations, strategies, employees, subcontractors, pricing, service proposals, costs and resources, methods or operations, procedures, products and/or services, information and skills. This disclosure may also encompass any derivative works, whether created independently or not in connection with the performance of the services, as well as any data, utilities, and all derivatives or improvements related to the aforementioned items. Collectively, this information is referred to as "Confidential Information," which includes all non-public information furnished, disclosed, or transmitted, regardless of its form.
The Reseller is prohibited from disclosing the contents of this Agreement to any third party without obtaining prior consent from the Peptle. However, this restriction does not apply if either Party can demonstrate that the disclosure of the Confidential Information is required by a government agency or a proper court of competent jurisdiction. In such cases, the Receiving Party and its Representatives shall provide prompt prior written notice to the Disclosing Party, consult with and assist the Disclosing Party in obtaining a protective order before the disclosure, and only reveal the portion of Confidential Information that is legally mandated to be disclosed. The Receiving Party shall make diligent efforts to obtain assurance that confidential treatment will be given to such information if a protective order is not obtained or if the Disclosing Party waives disclosure of such information.
C) Non-Disclosure of Confidential Information and Protection:
The Reseller agrees that both during and after the performance of the services, they and their representatives shall maintain strict confidentiality. They shall not disclose, directly or indirectly, or allow to be disclosed, published, disseminated, or made available to others, or use confidential information, except for their own use during the term of this Agreement. Such use should only be to the extent necessary to perform the services. The Reseller shall not remove or cause the removal of tangible embodiments of, or electronic files containing, confidential information from the Peptle without the prior written approval of the Peptle.
The Reseller and its Representatives shall refrain from disclosing to any person, including but not limited to any corporation, sovereign entity, partnership, limited liability company, individual, or entity:
(i) The fact that there are ongoing investigations, discussions, or negotiations regarding the actual or potential business relationship between the parties.
(ii) The fact that they have requested or received Confidential Information.
(iii) Any details pertaining to the terms, conditions, or any other facts about the actual or potential business relationship.
The Reseller shall not utilize the Confidential Information in any manner that could harm the Peptle, its subsidiaries, or affiliates, either directly or indirectly. Furthermore, the Reseller shall not divulge the Confidential Information to any unauthorized third party, whether during their ongoing relationship, arrangements, contracts, or Agreements with the Peptle, or at any time following the termination of such relationships.
D) Trade Secrets:
During the entirety of this Agreement and the Reseller's business relationship, arrangements, contracts, or Agreements with the Peptle, as well as after the termination of any such relationships, the Reseller shall take reasonable measures to prevent the unauthorized disclosure of the Peptle's Trade Secrets. Additionally, following the termination of any such relationships, the Reseller shall refrain from using or disclosing the Peptle's Trade Secrets for as long as they continue to qualify as Trade Secrets.
E) Return of Document:
The Reseller shall promptly and unconditionally return to the Peptle any and all property within the Reseller's possession or under their control, without exception. This property encompasses including but not limited to tangible materials containing proprietary, trade secret, or confidential information provided under this Agreement. This includes all “notes” (and any copies thereof, including electronic copies in various formats such as image, data, word processing, or other file types), summaries, memoranda, drawings, manuals, records, excerpts, or derivative information derived from such confidential information, trade secrets, intellectual property, software, financial information or any other material of a confidential nature, regardless of its form or storage medium. This return shall occur upon the earlier of: (i) completion or termination of the dealings between the parties as per this Agreement; (ii) termination of this Agreement, whether voluntary or involuntary; or (iii) upon the Peptle's request. However, the Reseller may retain necessary documents in compliance with its reasonable document retention policies.
Alternatively, the Reseller, with written consent from the Peptle, may choose to immediately destroy any of the items containing confidential information (or, in the case of Notes, opt for the reasonably non-recoverable data erasure of computerized data). Upon request, the Reseller must provide written certification of such destruction, signed by an authorized officer of the Reseller who supervised the destruction process. The Reseller shall also provide written certification that they and their representatives have returned all such information to the Peptle.
F) Remedies:
The Reseller acknowledges that the Confidential Information to be disclosed hereunder possesses a unique and invaluable character, and that unauthorized dissemination of such Confidential Information, whether direct or indirect, intentional or unintentional, would result in the destruction or diminishment of its value. Any breach of confidentiality shall render the Reseller, its affiliates, parents, subsidiaries, related businesses, firms, individuals, shareholders, partners, proprietors, directors, or representatives, of any kind, associated with the Reseller, liable for penalties.
In the event that unauthorized dissemination or a breach of confidentiality, whether direct or indirect, intentional or unintentional, occurs without the knowledge of the Peptle, the responsible party, be it the Reseller, its affiliates, parents, subsidiaries, related businesses, firm, individuals, shareholders, partners, proprietors, directors, or representatives of any kind, associated with the Reseller, shall be obligated to pay a liquidated sum of Indian Rupees Ten Crore (INR. 100,000,000) within three months from the date of dissemination, calculated at the applicable rate at the time of the breach, as damages to the Peptle. Failure to make this payment shall empower the Peptle to seek recovery through relevant Indian courts, tribunals, and other judicial and non-judicial forums. Alternatively, the Peptle may unilaterally determine the penalty amount.
Notwithstanding the above, the Peptle shall be entitled to seek injunctive relief to prevent the dissemination of any Confidential Information in violation of the terms herein. This injunctive relief shall be in addition to any other remedies available under this Agreement, whether at law or in equity. The Peptle shall also have the right to recover its costs and fees, including reasonable attorney's fees, incurred in obtaining such relief. Furthermore, in the event of litigation related to this Agreement, the Peptle shall have the right to recover its reasonable attorney's fees and expenses.
The Reseller and its Representatives shall promptly notify the Peptle of any use or disclosure of the Confidential Information that is not authorized by this Agreement. They shall also make their best efforts to assist the Peptle in rectifying any such unauthorized use or disclosure of the Confidential Information.
G) No Other Rights Granted/ No Warranty:
This Agreement is not intended to confer any rights under any patent, copyright, or other intellectual property rights to the Reseller. Furthermore, it should not be construed as granting the Reseller any rights to the confidential information of the Peptle, except for the limited right to use such confidential information in relation to the contemplated business relationship between the parties.
The Reseller shall not be granted any intellectual property rights in the confidential information beyond a limited right to use it for the specified purposes outlined in this Agreement. All intellectual property rights shall remain vested with the Peptle. The Peptle shall maintain title, interest, and all intellectual property and proprietary rights in the confidential information. No license, whether express or implied, under any trademark, patent, or copyright, current or future, is conferred by the disclosure of the confidential information.
The Reseller is prohibited from concealing, altering, obliterating, mutilating, defacing, or interfering with any trademark, trademark notice, copyright notice, confidentiality notice, or any other notice or proprietary right of the Peptle on any copy of the confidential information. Additionally, the Reseller shall not add or emboss its own or any other mark, symbol, or logo on such confidential information.
Confidential Information is provided in its current state and condition (“as is”), with all inherent faults. The Peptle shall not be held liable for any inaccuracies or omissions in the Confidential Information, whether in terms of accuracy or completeness.
H) General:
The Reseller acknowledges and agree that a breach of the provisions of this Agreement would result in irreparable harm to the Peptle, for which monetary damages would be an insufficient remedy. Therefore, the Peptle shall have the right to seek injunctive relief promptly to safeguard its rights under this Agreement, in addition to any other legal remedies available.
The Reseller and its Representatives hereby provide their irrevocable and unconditional consent to submit exclusively to the jurisdiction of the courts located in Kochi, Kerala for any actions, suits, or proceedings arising from or related to this Agreement and the transactions described herein. They also agree not to initiate any legal action or proceeding concerning this matter in any other jurisdiction. Additionally, they acknowledge that service of any legal process, summons, notice, or document sent via registered mail or tracked courier service to the address specified above shall be deemed effective for such actions, suits, or proceedings against the Receiving Party and its Representatives in any such court.
The Reseller shall not assign any of its rights or obligations under this Agreement without the prior written consent of the Peptle.
19) INTELLECTUAL PROPERTY:
The Peptle hereby grants the Reseller a limited, non-exclusive license to use its logo and name, referred to as the "Trademarks," for the duration of this Agreement. This license is solely for the purpose of promoting this Agreement and any joint programs and projects developed under it. The Reseller agrees that when reproducing or republishing the Peptle's Trademarks, it shall do so exactly as provided by the Peptle, without making any alterations. The Reseller also agrees to exercise caution and prudence in using the Peptle's Trademarks.
Unless explicitly stated otherwise in this paragraph, the Reseller is not permitted to use the Peptle's name, trademarks, or other intellectual property in any manner without obtaining prior written consent for each instance. Requests related to the use of the Peptle's intellectual property should be directed to the Peptle office of Licensing &
Trademarks at [email protected]. Through this Agreement, the Reseller acknowledges that it acquires no rights, title, or interest in the Peptle's Trademarks, except for the right to use them in compliance with the terms and conditions outlined here. The use of the Peptle's Trademarks cannot be assigned, transferred, shared, or divided by the Reseller without obtaining prior written consent for each instance.
Any use of the Peptle’s logos or links on the Reseller’s website must be approved in writing by the Peptle. Furthermore, either party may choose to issue a press release regarding this Agreement. However, any such release must receive approval from the Peptle, and such approval shall not be unreasonably withheld.
A) In consideration of the receipt of the agreed-upon consideration and subject to the terms and conditions set forth in this Agreement, the Peptle hereby grants the Reseller a personal, non-exclusive, non-transferable, limited right and license to operate under the Peptle's Brand name for the provision of Services. This license includes:
⦿ Limited use of the Intellectual Property rights in accordance with the terms and conditions of this Agreement for purposes of sales, publicity, marketing, and the provision of Services under the Reseller's brand name.
⦿ Limited use of the Peptle's Software, technical know-how, confidential information, training material, etc., in accordance with the terms and conditions of this Agreement for purposes of sales, publicity, and marketing under the Reseller's brand name.
B) The Reseller hereby disclaims any and all rights, titles, or interests in the rights, software, technical know-how, confidential information, training material, or goodwill of the Peptle, derived from or related to this Agreement, except for those expressly granted above. The Reseller expressly agrees and undertakes that it shall not:
⦿ Assert any rights beyond those specifically conferred under this Agreement.
⦿ Challenge, dispute, or otherwise contest the validity, right, title, or interest of the Peptle in the Intellectual Property Rights owned by the Peptle.
C) The Reseller acknowledges that the Brand names such as "Peptle," "Pepkart," and various other brand/trade names are valid Intellectual Property rightfully owned and used by the Peptle. Only the Peptle or its affiliates have the legal right to use such Intellectual Property, as well as any other Intellectual Properties, service marks, and trade names owned or acquired by the Peptle. The Reseller also recognizes the significant goodwill and reputation associated with these Intellectual Properties, service marks, and trade names and agrees to use them only as explicitly permitted under this Agreement. The Reseller shall not use any other marks unless they are approved by the Peptle in writing.
D) The Reseller understands and agrees that its right to use the proprietary marks mentioned is non-exclusive. The Peptle, at its sole discretion, has the right to operate businesses under these marks and to grant licenses to others for the use of these proprietary marks on terms and conditions that the Peptle deems appropriate
E) The Reseller explicitly agrees that throughout the term of this Agreement and after its expiration or termination, they will not, directly or indirectly, challenge or assist in challenging the validity or ownership of the Peptle's proprietary marks and Intellectual Property. Furthermore, the Reseller shall not attempt to register or take any actions that contradict the Peptle's exclusive ownership of its trademarks, trade name, domain names, or any other names and marks that resemble the proprietary marks, all at the sole discretion of the Peptle.
F) Regarding the composite Trademarks explicitly identified in this Agreement, its annexures, duplicates, or copies, the Reseller agrees to abandon its rights in and to its registrations and pending trademark applications for these Designated Composite Marks. The Reseller will not contest or take any action to obstruct the Peptle from filing trademark applications that include components of the Designated Composite Marks, excluding elements such as: (a) the “PEPTLE”, "PEPKART", "PEPTACK" name or Trademark; (b) the P in a Beacon Design Trademark; (c) any other Trademark of the Peptle that is not an Assigned Trademark; or (d) any Trademark confusingly similar to the aforementioned. It's important to clarify that this does not constitute an assignment or transfer of any elements of the Designated Composite Marks, which will be assigned solely to the extent that such elements are considered Assigned Trademarks.
G) The Reseller agrees to adhere to all instructions provided by the Peptle concerning the submission of necessary filings for fictitious or business names. Additionally, the Reseller will execute and keep up-to-date all essential paperwork required to operate the Reseller Business.
H) In the event of any litigation or threat of litigation concerning the proprietary marks against the Reseller, the Reseller shall promptly notify the Peptle in writing and provide full cooperation in the Peptle's defense or settlement of the claim. The Reseller further agrees not to initiate any litigation, make demands, or serve any legal notices without obtaining prior written consent from the Peptle. The Peptle retains the right to initiate such actions and involve the Reseller as necessary.
I) The Reseller acknowledges and agrees that the Peptle and its affiliates are the exclusive owners of all rights, titles, and interests in the Proprietary Marks, including the associated goodwill. These marks are legally valid for identifying the Peptle's business and system, as well as any additional Resellers operating under the same system.
J) The Peptle reserves the sole and exclusive discretion to replace, add, delete, or modify the proprietary marks. In the event that the Peptle takes such action, the Reseller agrees to accept the new proprietary marks and is responsible for the costs associated with updating the Reseller's business to incorporate these new marks.
K) The Reseller agrees, both now and in the future, not to challenge the ownership, title, or rights of the Peptle or its affiliates in any of the proprietary marks. The Reseller further agrees not to contest the validity of any of the proprietary marks, engage in any action that could endanger or infringe upon the proprietary marks, copyrighted content, or misuse the proprietary marks and copyrights in any manner.
L) The Reseller acknowledges and agrees that they have no ownership interest in any of the Property Marks, the System, or any other intellectual property belonging to the Peptle and/or Peptle's affiliates. The license granted hereunder is non-exclusive and shall be in effect only for the term of this Agreement and the Reseller's relationship with the Peptle. The Reseller further acknowledges and agrees that they are not entitled to any intellectual property rights from the Peptle and that this license is revocable at any time.
M) The Reseller may not use any other marks in connection with any of the Proprietary Marks unless the Reseller has obtained specific prior written approval from the Peptle.
The remedies for any violations shall be determined by the terms and conditions specified in subsection named F. Remedies of Section 18 under “CONFIDENTIALITY" if the Reseller and its affiliates violate any of the clauses specified in this section. Furthermore, the Reseller and its affiliates shall also be liable to pay the compensation of 10 million or an amount unilaterally decided by the Peptle, even if they face criminal and civil proceedings, as clearly stated in the same section.
20) Trade Name:
A) The Peptle exclusively holds Intellectual Property Rights for its various brand names, including but not limited to "Peptle," "Pepkart," and “Peptack" (referred to as the ”Brand").
B) The Reseller expressly agrees, admits, and acknowledges that all rights, title, and interest in the Brand exclusively belong to the Peptle. No right, title, or interest is granted by the Peptle to the Reseller to use the Peptle's trade names, style, logo, and the name of the division under which the Peptle is, from time to time, carrying on the business.
C) This Agreement shall not confer any permanent right or interest to the Reseller in any brand, trademark, trade name, design, logo, or the name of the Peptle. Furthermore, this Agreement will not create any ownership right in printed materials, books published, magazines, periodicals, software, audio and video content, and other promotional and business aids and materials supplied by the Peptle to the Reseller for use in the business.
D) The Reseller, including its proprietors, shareholders, directors, executives, and representatives in any capacity, shall not engage in any activities that may harm or injure the "Brand" or the reputation and goodwill of the Peptle. The Reseller agrees to indemnify and hold the Peptle harmless against any and all claims, liabilities, damages, or injuries that may arise due to any actions or failures to act by the Reseller in fulfilling its obligations under this Agreement. This indemnification also extends to any acts or omissions by the Reseller's employees, servants, agents, or representatives of any kind. Additionally, the Reseller shall be held legally responsible for compensating the Peptle if any damages occur solely due to the actions of the Reseller or its representatives.
E) All products and services covered by this Agreement must be marketed using the brand name recommended by the Peptle or its affiliated agency.
F) This Agreement does not prohibit the Peptle from granting a license to use/enjoy the Brand, trademark, trade name, etc. to third-party individuals, firms, companies, etc. through other Resellers or similar arrangements.
21) NON-COMPETITION:
During the term of this Agreement and for a period of 15 years thereafter, the Reseller agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, participating in business, marketing, operations, investment, or financial activities) with the Peptle within the specified territories of India and outside India. The Reseller further commits not to partake in any form of commercial competition, whether independently or through employment or contracting with a third-party organization. Additionally, the Reseller is strictly prohibited from utilizing any business information provided by the Peptle, whether obtained directly or indirectly, to gain a commercial advantage over the Peptle or to employ any designs, ideas, or concepts owned by the Peptle without obtaining the explicit written consent of the Peptle within the specified territories of India and outside India.
The Reseller commits to the Peptle that neither the Reseller nor any of their Affiliates shall, independently or in collaboration with others, engage or participate directly or indirectly, in any capacity such as shareholder, director, partner, proprietor, member, agent, distributor, employee, or in any other role, with the Peptle, within India or outside India, during the term of the Reseller business and for an indefinite period after ceasing to be engaged in such business, for any reason whatsoever, in any business that:
A) Involves, relates to, or competes with the Peptle's Business.
B) Engage in, establish, develop, operate, participate in, or provide assistance to any business enterprise or venture that competes with the Peptle's Business.
C) Solicit, canvass, or attempt to entice away (or endeavor to solicit, canvass, or entice away) from the Peptle's Business, or from any affiliates, parents, subsidiaries, or related businesses of the Peptle, any person, firm, or entity who was, at any time during the period ranging from 1 month to 10 years immediately preceding the date of the Reseller's cessation, a client or customer of the Peptle's Business, with the intention of offering such clients or customers goods or services that are similar to or compete with those offered by the Peptle and its affiliates, parents, subsidiaries, or related businesses.
D) Solicit, canvass, or attempt to entice away (or endeavor to solicit, canvass, or entice away) any of the employees, including senior employees, as well as technical, operational, accounting, or sales and marketing staff, from the Peptle or any of its affiliates, parents, subsidiaries, or related businesses for the purpose of their employment in an enterprise or venture that competes with the Peptle's Business. This applies regardless of whether such individuals would breach their employment contracts by leaving service with the Peptle.
E) Solicit, canvass, or attempt to entice away (or endeavor to solicit, canvass, or entice away) any supplier, manufacturer, associate, advisor, consultant, marketer, agent, or other Reseller of the Peptle or any of Peptle’s affiliates, parents, subsidiaries, or related businesses. Additionally, refrain from using its knowledge of or influence over any such supplier, manufacturer, associate, advisor, Reseller, marketer, agent, or Reseller for its own benefit or for the benefit of any other individual or entity conducting business that competes with the Peptle's business or the business of any of the Peptle's affiliates, parents, subsidiaries, or related businesses.
F) Act as an advisor, consultant, trustee, or agent for any third party involved or intending to commence any business directly or indirectly related to the Peptle's Business. Furthermore, refrain from promoting, establishing, participating in, or engaging in any business that directly or indirectly relates to the Peptle's Business.
G) Establish, at any time in the future following the execution of this Agreement, any business or trade under a name that is identical or similar to the Peptle's Business, such as "Peptle," "Pepkart," or "Peptack," or any name that implies a connection with the Peptle's various brands and business names without obtaining the prior written consent of the Peptle. It is explicitly agreed by both Parties that the obligation not to use a name identical or similar to the Peptle's Business and brand is not limited to the term/period mentioned above, and this restriction will remain in effect indefinitely.
It is explicitly agreed by the Parties that the Reseller shall not, directly or indirectly, engage in any form of competing Business through its affiliates or any other person or entity. The Reseller is obligated to promptly notify the Peptle upon becoming aware that any of its affiliates, representatives, or their relatives are involved in or intend to engage in any competing business.
For the purpose of this section, the terms "competing with the Peptle's Business" or "Competing Business" shall encompass the following:
i) Engaging in the establishment, promotion, investment in, participation in, or employment by a business, venture, or activity that involves or intends to compete with the business of the Peptle. This competition may include offering the same or similar services as those offered or planned to be offered by the Peptle and/or its affiliate.
ii) Entering into any agreement or arrangement with any third party that either directly or indirectly results in the provision of the same or similar services as those offered or planned to be offered by the Peptle and/or its affiliate.
iii) Entering into any agreement with any third party for the transfer of business knowledge or information, with the intent to provide the third party with an opportunity to compete with the services and business of the Peptle by offering the same or similar services as those offered or planned to be offered by the Peptle and/or its affiliate.
The Reseller shall maintain strict confidentiality of all confidential information and shall not disclose it to third parties without the prior written consent of the Peptle, in accordance with the terms and conditions of this Agreement. Additionally, the Reseller agrees not to disclose revenue information without the prior written consent of the Peptle. During the term of this Agreement, the Reseller shall refrain from enticing employees away from the Peptle or other Resellers.
22) BUSINESS RELATIONSHIP:
The Parties acknowledge and affirm that their relationship is strictly that of a Marketing/Reseller nature. This Agreement does not imply an employer/employee relationship, partnership, joint venture, co-ownership, or participation in a joint or common undertaking. The relationship is exclusively between the Peptle and the Reseller. Each party is individually responsible and liable for all acts, omissions, deeds, and actions (except liabilities explicitly outlined in this Agreement) carried out by them and/or their personnel in fulfilling the obligations stated in this Agreement.
Any decision or plan related to the Business shall necessitate consultation with, consent from, and approval of the Peptle.
The Reseller and any of the Reseller Personnel shall not be entitled to any benefits typically provided to employees of the Peptle, including but not limited to insurance, vacation, retirement benefits, and sick pay.
23) QUALITY CONTROL:
The Peptle shall have an unconditional right to inspect the Reseller's Business to ensure quality control. The Peptle may, from time to time, send representatives for the purpose of observation, examination, and evaluation. At its sole discretion, the Peptle may provide the Reseller with an inspection report and require the immediate correction of any deficiencies or unsatisfactory conditions. If the Reseller fails to rectify any deficiencies within the specified time period indicated in the inspection report or communicated by the Peptle, the Peptle may impose a required fee on the Reseller or choose to terminate this Agreement as it deems appropriate.
24) INSURNACE:
During the term of this Agreement, the Reseller shall procure and maintain insurance coverage with insurance carriers approved by the Peptle, in compliance with the Peptle’s insurance requirements. The coverage shall commence as soon as the Reseller signs a lease for the Reseller Business.
25) INTEREST:
Upon a default in payment terms, interest will automatically accrue at the rate of twelve percent (12%) per annum (the "Default Rate"), without any further action on the part of the Reseller, until all outstanding principal and interest are fully repaid by the Reseller to the satisfaction of the Peptle.
26) CONCILIATION AND ARBITRATION:
Any and all disputes ("Disputes") or controversies or conflicts or differences or claims arising out of or in relation to or in connection with this Agreement between the Parties or relating to the performance or non-performance of the rights and obligations set forth herein or the breach, termination, invalidity or interpretation (if any) thereof shall be referred for arbitration in Bengaluru, Karnataka, India in accordance with the terms of Indian Arbitration and Conciliation Act, 1996 or any amendments thereof. The language used in the arbitral proceedings shall be English. Arbitration shall be conducted by a sole Arbitrator, who shall be appointed by the Peptle only.
The arbitral award shall be issued in writing and considered final and binding on both parties. It may be enforced in any court with competent jurisdiction. The costs incurred during the arbitration proceedings shall be divided equally between both Parties. Arbitration hearings shall be conducted at the Peptle's head office. Both Parties commit to maintaining the confidentiality of the arbitration proceedings and will not disclose information to any third party except when necessary for legal counsel or as required by law. Each Party shall be responsible for its own costs related to any dispute.
27) INDEPENDENT CONTRACTORS:
This Agreement shall not be interpreted as establishing a partnership, agency, or joint venture between the Parties in any way.
28) SEVERABILITY:
This Agreement shall be governed by and interpreted in accordance with the laws of India, disregarding its conflict of law principles. If any provision of this Agreement is deemed invalid or unenforceable in any jurisdiction, it shall not affect the validity, legality, or enforceability of this Agreement, including that provision, in any other jurisdiction. The Parties intend that all rights and obligations under this Agreement will be enforced to the fullest extent permitted by law. Any invalid or unenforceable provision shall be replaced with a valid and enforceable provision that achieves the same economic and practical effect as the original provision, to the extent allowed by applicable law.
29) MISCELLANEOUS PROVISION:
This Agreement shall be binding upon the Parties, their successors in interest, and their present and future affiliates, subsidiaries, assignees, or acquirers, including any entity that acquires substantially all of a party's assets, subject to the terms and policies of the Peptle as may be updated from time to time.
The Reseller understands that the Peptle reserves the right to make changes to these terms, policies, or Agreements at any time, and the Reseller agrees that such changes are binding.
The Reseller further agrees to comply with the updated requirements listed herein. Any changes made by the Peptle will take effect immediately.
30) TERMS OF THIS AGREEMENT:
The Term of this Agreement shall commence on the Effective Date and conclude on the Expiration Date, with the aforementioned yearly renewal clause in place. The Peptle reserves the right to unilaterally renew, extend, or terminate this Agreement before its specified end date without any compensation if the Reseller violates or fails to comply with any one or more or all of the terms and conditions outlined in this contract, including the achievement of the sales targets agreed upon by the Reseller.
If no recurring revenue is generated from the business within one month from the date of executing this Agreement, the Reseller shall immediately cease using the Peptle's Brand, products, and services. Failure to do so will give the Peptle the unilateral right to suspend or terminate this Agreement without the need for legal proceedings, whether civil or criminal.
This Agreement will remain in force unless terminated by the Parties or the Peptle in accordance with the provisions outlined in this Agreement.
This clause is also subject to the terms and conditions specified in the subsection of this agreement, outlined as bullet number Ww of 9 under "Rights, Responsibilities, and Obligations of the Reseller.”
31) AMENDMENT
Peptle may update this Agreement from time-to-time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order.
32) WAIVER:
Any provision of this Agreement may be amended or waived only if such amendment or waiver is made in writing and is agreed upon by the parties or the Peptle.
33) GOVERNING LAW:
This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with Indian Substantive and Procedural law, applicable to Agreements made and to be performed entirely therein.
34) JURISDICTION:
The parties hereby agree that the courts in Kochi, Kerala shall have sole and exclusive jurisdiction pertaining to matters related to this Agreement.
35) NOTICE:
Except as otherwise set out in this Agreement, please direct your communications concerning thise Agreement to [email protected] and [email protected]. Peptle may send you notices to your email address that is on file with Peptle, which you have provided when placing an Order, or through your Peptle account.
Any of the parties involved in this Agreement may, on occasion, change their address or designated representative for the receipt of notices as outlined in this Agreement by providing notice to the other party at least 7 days in advance.
36) FORCE MAJEURE:
Neither party to this Agreement will be held liable for any breach of this Agreement to the extent it is caused by or arises from a government prohibition or restriction, fire, flood, storms, tempest, weather, earthquake, strike, lock-out, labor issues, accidents, riots, civil commotion (collectively referred to as "Force Majeure Events"), acts of God, or other events beyond the control of the breaching party.
Each of the parties agree to promptly notify the other party upon becoming aware of a Force Majeure Event. This notice should include details of the circumstances giving rise to the Force Majeure Event. If the period of such an event exceeds one (1) month and the affected party deems it impossible to resume operations, this Agreement may be terminated immediately at the discretion of the affected party
In such an event, the Parties herein shall not hold each other liable for any claims, except for any pending payment liabilities, related to the termination of this Agreement due to a Force Majeure Event. This Agreement shall be considered closed on mutual consent without any further liability.
37) INDEMNIFICATION:
All claims arising from the products and services under this Agreement or any related Agreement, annexures, duplicates, or copies shall be the sole responsibility of the Reseller. This includes addressing customer complaints in consumer court or any cases related to the services. It is mutually agreed that the Peptle shall bear no liability or responsibility in this regard, including any prosecution, ancillary acts, or penalties.
The Reseller shall indemnify the Peptle, its directors, shareholders, officers, employees, contractors, subsidiaries, affiliates, and their respective officers, associates, successors, assigns, licensors, employees, directors, agents, and representatives, and hold them harmless from and against any claims, regardless of their basis in warranty, contract, or any other legal theory. This includes demands, lawsuits, judicial proceedings, fines, litigation costs, legal fees, losses, liabilities, damages, and costs (including, without limitation, all damages, liabilities, settlements, costs, and attorneys' fees).
These claims may arise due to or in connection with the Reseller's unlawful use of the products and services, any act or omission, violation of the terms of this Agreement or service-specific additional terms, or any infringement or legal proceedings initiated by any third party (including actions by government authorities) that may use the services with the Peptle, as specified in these Terms. In no event shall the Peptle be liable for any direct, indirect, punitive, incidental, or consequential damages arising out of or connected with the use or misuse of the products and services or any work product. The Peptle reserves the right to take over the exclusive defense of any claim for which the Peptle is entitled to indemnification under this Agreement. The Peptle assumes no responsibility for any special, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including without limitation, those resulting from the work product.
The Peptle shall not be held responsible for the following liabilities:
A) Loss of profits, revenues, business opportunities, goodwill, or anticipated savings.
B) Direct, indirect, incidental, or consequential loss.
C) Delays or business interruptions.
D) Errors or inaccuracies in the web content.
E) Unauthorized access to or use of Peptle's services and/or personal information and/or other information stored on them.
F) Any negligence, recklessness, bad faith, intentional, or any willful misconduct of the employees, agents, or affiliates.
G) Interruptions or termination of communications with the Peptle Services.
H) Using or displaying Content or User Content posted or transmitted, including by email, or otherwise provided through the Peptle Services.
I) The use of any materials or data provided or created by the Peptle and changed by the Reseller or its agents or used in a manner different from that agreed upon by the parties.
J) The use of any marketing, branding, research, advertising, packaging, trademark, software, hardware, or other materials or components thereof furnished by the Reseller or its agents to the Peptle to be included in any Materials or media placements.
K) Risks or restrictions known by the Reseller where the Reseller nonetheless elected to proceed.
L) Claims brought by Reseller’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury, or other civil law matters, or claims brought by those parties with whom Reseller has a contractual, supplier, or marketer relationship.
M) Any false representation, breach of warranty, failure of obligation, non-fulfillment of any obligation, or covenants on the part of the Reseller or its affiliates under this Agreement.
N) All actions, suits, proceedings, claims, demands, judgments, costs, and expenses on a full indemnity basis, incidental to any of the foregoing or incurred in investigating or attempting to avoid contesting or deferring the same, or enforcing any of the rights of the Peptle under this Agreement.
O) Any damage, loss, or destruction relating to any property, injury, or death to any individuals that may result from the actions or inactions of any employee, agent, or subcontractor, as such damage may arise out of or be in the course of fulfilling their obligations under and with relation to this Agreement, and to the extent that such damage may be due to any negligence, unlawful conduct, omission, or default of any employees, agents, or subcontractors.
P) Inability to use, loss of data, loss of profits, damage to reputation, or other non-pecuniary damage arising from the use or inability to use any or all of the Peptle Services, including Internet or equipment outages, power outages, strikes, labor disputes, riots, civil unrest, shortage of manpower or materials, fires, floods, hurricanes, earthquakes, explosions, natural disasters, wars, terrorist attacks, government actions, orders of courts, state bodies or tribunals, or non-fulfillment of obligations by third parties.
Q) Any theory of liability arising out of or in connection with the use or performance of the work or the services, whether or not the Peptle has been advised of the possibility of such damages.
In case a customer files a complaint before the Consumer Redressal Forum or any civil court seeking relief against the Reseller, the Reseller is obligated to pay compensation to the Peptle. The amount of compensation, intended to compensate for the goodwill of the Peptle's brand, will be determined solely by the Peptle. The Reseller agrees not to raise any objections to such compensation and is required to make immediate payment accordingly.
38) LIMITATION OF LIABILITY:
In line with the Limitation of Warranties mentioned above, the Reseller explicitly acknowledges and agrees that any claim against the Peptle will be restricted to the amount paid by the Reseller, if any, for the use of products and/or services.
The Peptle will not be held liable for any direct, indirect, incidental, special, consequential, or exemplary losses or punitive damages (if any) that may be incurred by the Reseller in connection with their association with the Peptle or the use of Peptle's resources, business, products, or services. This includes any losses resulting from changes, business interruptions, data loss or corruption, cancellation, loss of access, or downtime, to the fullest extent permitted by applicable limitation of liability laws.
39) WARRANTY:
Responsibilities; Representations and Warranties.
A) The Reseller or its Affiliates acknowledges and agrees that the Peptle does not make any other commitments regarding their services. Unless required by law, the Peptle does not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Peptle shall not be held liable or responsible for any representations or warranties/guarantees of the products and services, except for the limited manufacturer's warranty/guarantee on the respective Product assigned to the Peptle. The Peptle expressly disclaims any and all responsibility and liability in that regard. Furthermore, these terms of service include the following:
i) Your use of the Products and Services is solely at your own risk.
ii) The Reseller or its Affiliates acknowledges and agrees that, to the extent permitted by applicable law, the Services are provided on an "as is," "as available," and "with all defects" basis. The Peptle does not warrant that the operation of the Services will be uninterrupted or error-free, or that the functions contained in the Services will meet your requirements.
iii) The Reseller or its Affiliates acknowledge and agree that, to the fullest extent permissible under applicable law, the Peptle expressly disclaims all warranties of any kind, whether express or implied, arising out of the Services. These warranties include but are not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, non-infringement, compatibility, applicability, usability, appropriateness, any user(s) or their customer activity, and any warranty that may arise out of the course of performance, course of dealing, or usage of trade. The Peptle shall not be liable to any person in connection with any damage suffered by any person as a result of the Reseller or its Affiliates' conduct.
iv) Any information or advertisements contained on, distributed through, or linked, downloaded, or accessed from any of the services available on Peptle, its app, website, platforms, or any offer displayed on or in connection with any service offered on Peptle’s service, is intended solely to provide general information for the personal use of the User(s) or customer(s), who fully accept any and all responsibility and liabilities arising from and out of the use of such Information. Peptle does not represent, warrant, or endorse in any manner the accuracy or reliability of the Information, or the quality of any products and/or services obtained by the Reseller or its Affiliates or their User(s) and customers as a result of any of our service Information.
v) The Reseller or its Affiliates hereby accept full responsibility for any consequences that may arise from the use of the Services and expressly agree and acknowledge that the Peptle shall have absolutely no liability with respect to the same.
vi) The Reseller or its Affiliates acknowledge and agree, to the fullest extent permissible by law, that the Peptle, its affiliates, and its related parties each disclaim all liability to the Reseller or its Affiliates or their users and customers for any loss or damage arising out of or due to:
⦿ The use or inability to use, or availability or unavailability of the Services, including any Third-Party Services.
⦿ The occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction, or unauthorized access to the Peptle’s records, programs, services, server, or other infrastructure relating to the Services; or
⦿ The failure of the Services to remain operational for any period of time.
vii) Regardless of any provisions to the contrary in this Agreement, neither the Peptle nor any of its affiliates or related parties shall be held liable to the Reseller, its Affiliates, their users, customers, or any third party for any indirect, incidental, special, or consequential damages, or for any loss of revenue or profits arising directly or indirectly, or in any manner related to these Terms or the Services. To the fullest extent allowed by law, the Reseller and its Affiliates hereby waive, release, discharge, and indemnify the Peptle, its affiliated and subsidiary companies, its parent companies, and all of their respective directors, officers, employees, partners, agents, and resellers from any and all claims, losses, damages, liabilities, expenses, and causes of action arising from the products and services.
viii) The Reseller and its Affiliates also agree to indemnify and hold the Peptle, its affiliates, directors, officers, and employees harmless from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) that may arise, directly or indirectly, due to claims made by Third Party Rights claimants or other third parties related to products offered or displayed on Peptle or its affiliates. Furthermore, the Reseller and its Affiliates acknowledge that Peptle or its affiliates are not responsible and bear no liability for any material posted by other users or customers or any other person, including defamatory, offensive, or illicit material. The risk of damage from such material rests entirely with the Reseller and its Affiliates or the User(s). Peptle reserves the right, at its own expense, to assume exclusive defence and control of any matter that would otherwise require indemnification by the Reseller, its Affiliates, or any User(s) or customers. In such cases, the Reseller, its Affiliates, or the User(s) shall cooperate with Peptle in asserting any available defences.
B) The Peptle further provides the following representations and warranties:
(i) The Services provided hereunder will be executed in a professional manner.
(ii) Any software, applications, websites, hardware, web-based or technology-related Services (referred to as 'Electronic Services' collectively) will be free of significant bugs or defects for a period of thirty (30) days after delivery. This warranty does not cover modifications to services made by anyone other than the Peptle or its Subcontractors at the time of such modification, any misuse or abuse of Services by the Reseller or its clients, or the use of Services in an operating environment that substantially deviates from the specifications agreed upon by the parties.”
C) Disclaimer of Warranties: Except as explicitly stated in this Agreement, Peptle's or its affiliate's services are provided on an "AS IS”, ”AS AVAILABLE" and “WITH ALL DEFECTS" basis. The Peptle expressly disclaims all other warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
D) Third Party Disclaimer: The Peptle makes no warranty of any kind, whether express or implied, regarding any third-party work, services, products, licenses, or third-party content, or any software, equipment, or hardware obtained from third parties.
40) PARAGRAPH HEADING AND CAPTIONS:
Paragraph Headings and Captions: The headings and captions in this Agreement are provided for convenience only and do not define, limit, or extend the scope or intent of this Agreement or any provision thereof.
41) ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and replaces all previous Agreements and understandings between them. Both parties represent and affirm that they have carefully read and comprehended the terms of this Agreement. They acknowledge that they have voluntarily entered into this Agreement without any duress or coercion from any source, and it supersedes all prior agreements between the Parties.
42) BINDING EFFECT:
This Agreement shall be binding and subject to the terms and policies of Peptle Private Limited as updated from time to time. It applies to the Parties, their successors in interest, present and future Affiliates, Subsidiaries, Assignees, or Acquirers, including any entity acquiring substantially all of a Party's assets.
Furthermore, any doubts or disputes shall be referred to Peptle Pvt Ltd or its affiliates. Any decision made by the Peptle regarding the dispute shall be binding on all parties irrevocably.
43) ACCEPTANCE:
Parties hereby acknowledge and mutually agree that:
(i) The Reseller has thoroughly reviewed the terms and conditions of this Agreement.
(ii) The Reseller has received a translation of the English language version of this Agreement with the assistance of a legal professional. It is the sole responsibility of the Reseller to translate the Agreement at their own expense. Peptle has communicated this clause to the Reseller in their local language and through various means of communication, including oral communication. The Reseller acknowledges that the translation is provided for their convenience only, and the English language version of the Agreement will have priority in governing the Reseller's relationship with Peptle.
(iii) In case of any contradiction between what the English language version of the Agreement says and what a translation says, the English language version shall take precedence.
(iv) The Reseller has had the assistance of legal counsel of their choosing (as well as other professionals and advisors, as deemed necessary) in the review and execution of this Agreement.
(v) Legal counsel has fully explained the meaning and effect of the various terms and provisions of this Agreement.
(vi) The Reseller has conducted a thorough investigation, review, and analysis as necessary to understand the provisions of this Agreement and the transactions contemplated hereby.
(vii) Both Parties have executed this Agreement willingly and of their own free will
How can you contact us about this policy?
If you have any questions regarding this Agreement, please contact our legal office/grievance office, by email [email protected] or [email protected] by phone 729-333-3387 (India) or by post to:
Legal Affairs,
Peptle PVT LTD
39, NGEF Ln, Binnamangala, 1st Stage
Indiranagar, Bengaluru
Karnataka, India, 560038
As we update, improve, and expand the Peptle Service, this Agreement may change, so please refer back to it periodically. By accessing the Site, App or otherwise using the Peptle Services, you consent to the collection, storage, and use of the personal information you provide (including any changes thereto as provided by you) for any of the services that we offer. By using Peptle Services, you agree to this Agreement. In the event of a breach of any terms within this Agreement, you shall be held liable in accordance with the provisions outlined herein, even if you have ceased using our services. It is essential to come to a mutual agreement with Peptle to avoid further legal issues in case of any breach.
To help explain things as clearly as possible, we’ve added definitions for key terms. And if you have any questions about this Privacy Policy, you can contact us.