"Wellnessta" means Wellnessta Private Limited, a corporation organised under the Companies Act; authorised to carry on business in India to carry on the business of providing all types of e-commerce services including providing cloud software, buying and selling of solutions and options and related consultancy services either directly or indirectly or through brokers or licensees and also providing franchising and management services, publishing content online, print or any medium in India or outside India either singly or jointly or in Partnership with any person(s) or Body corporate or partnership Firm..
1. DEFINITIONS
1.1 “Wellnessta Platform” (which includes any of Wellnessta’s websites and mobile applications.
1.2. Third Party Merchants (“TPM”) includes affiliates of Wellnessta and Service Providers which are enabled to list goods or provide services through Wellnessta Platform.
These terms and Conditions ("Terms") apply to participation by third parties ("TPM”) to access Wellnessta offers TPM access to its marketing services, which help TPM to promote their products or services on Wellnessta, and all related services, applications and tools (collectively, the "Marketing Services") which may be through various sponsored listings tags (“Tags”) on Wellnessta Platform. By applying for this service (“Service”), TPM agrees abide by the Terms outlined herein. Wellnessta has sole and absolute discretion with respect to interpretation and enforcement of these Terms and all other issues associated with Tag(s) on the Wellnessta Platform. Wellnessta may change these Terms at any time in its sole discretion by posting revised Terms as may be applicable without providing prior notice or intimation.
2. MARKETING SERVICES
2.1. The Marketing Services include marketing tools through which TPM can request to promote a Wellnessta listing(s) by agreeing to pay a fee to Wellnessta, as described in these Terms.
2.2. When TPM uses the Marketing Services, TPM authorizes Wellnessta to use automated tools to assemble and format advertisements ("Ads") based on the Content (defined below).
2.3. Wellnessta may limit the number of Ads. TPM can create at a given time, and also may limit the availability of any or all of the Marketing Services (for example, to listings from certain categories or containing certain attributes like position of display) in Wellnessta’s sole discretion. In certain cases, third parties (e.g., brands) may also participate in Wellnessta advertising programs which promote the same Wellnessta listing as TPM’s Ad, and TPM remain responsible for the Marketing Fees (defined below) notwithstanding such promotion. By using the Marketing Services, TPM authorize Wellnessta to place TPM’s Ads in any size, placement or location on any content or property (each, a "Property") provided by Wellnessta.
2.4. TPM is solely responsible for all activities associated with TPM’s Marketing Services account, including all changes made to TPM’s campaigns, regardless of whether such activities are authorized or undertaken by TPM. It is TPM’s responsibility to monitor their account and to ensure that the campaigns are consistent with the business objectives.
3. CONTENT
3.1. TPM expressly agrees that the listings will be promoted via Ads and Tags. Ads / Tags may include text, graphics, a listing title, a listing description or other features and functionality Wellnessta may associate with TPM’s listing.
3.2. TPM shall ensure that the Content, and any content or websites to which such Ads / Tags link will be complete, accurate and up-to-date, and will comply with the policies and requirements for Wellnessta as published now or at any time in the future, including its trademark policies, prohibited and restricted items policies, editorial guidelines and creative specifications, as well as all applicable third-party rights, laws, rules and regulations.
3.3. TPM agrees that it is solely responsible for any Ad or Content that is provided to Wellnessta.
3.4. When providing Wellnessta with Content, TPM grants us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers including, without limitation, through Wellnessta's affiliates, subsidiaries and partners), transferable right and license to:
3.4.1. use, reformat, reproduce and display TPM’s Content, including logo, content, code and material provided by TPM or on their behalf on the Properties and
3.4.2. exercise any and all copyright, trademark, publicity and database rights in the Content, in any media now known or in the future.
3.5. Wellnessta reserves the right to decline to publish, delay the publication of, or remove any Ad or Content, in its sole discretion, for any or no reason, and without any liability to TPM or any other person. TPM agree that this shall not relieve them of their responsibility to ensure compliance with all applicable laws, rules and regulations.
3.6 Wellnessta reserves the right, in its sole discretion, to make edits to any Content. TPM acknowledges that its participation in the Marketing Services may impact the display, ranking and/or placement of its listings, and that Ads / Tags may appear in lieu of TPM’s listings (and vice versa).
3.7. Wellnessta may, in its sole discretion, label any Ad as "promoted," "sponsored," "ad" or similar designation. TPM may not use the Wellnessta’s name or logo in its Content without the prior written approval of Wellnessta.
4. FEES
4.1. TPM agrees to pay the applicable fees for its participation in the Marketing Services based on the account settings, and via the Marketing Services (the "Marketing Fees"). Wellnessta shall charge for any feature or tool of the Marketing Services at any time upon notice to TPM (e.g., via the user interface of the Marketing Services). Wellnessta's measurements and standard methodologies are definitive and will be used to calculate the Marketing Fees according to the pricing method established in the account.
4.2. Any disputes about the Marketing Fees must be submitted to us in writing at partnership@wellnessta.com within 30 days of any such issue otherwise TPM waives such charge and will not be subjected to challenge. Wellnessta reserves the right to offer discounts on such Services in its sole discretion
5. NO REFUNDS AND NO CANCELLATION
Marketing Fee once paid for the advertisement shall not be refunded under any circumstances. No cancellation or refunded requests shall be entertained.
6. LIMITATION OF LIABILITY
Wellnessta does not make any warranties, express or implied, with respect to Content, Tags, Ads, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose.
7. GENERAL TERMS
7.1. Wellnessta reserves the right to change these terms and conditions from time to time in its discretion and without prior notice to TPM. All terms and conditions are applicable to the extent permitted by law. For details check Wellnessta Policies.
7.2. Wellnessta does not make any warranties or representation in respect of the accuracy or completeness or authenticity or originality with respect to Content and shall not be responsible or liable for its accuracy.
8. DISCLAIMER OF WARRANTIES
8.1 To the fullest extent permitted by law, Wellnessta disclaims all guarantees regarding positioning, levels, quality or timing of:
8.1.1. sales;
8.1.2. click-through rates;
8.1.3. availability, quantity or delivery of Ads / Tags impressions;
8.1.4. any user actions related to TPM’s Ads / Tags or listings;
8.1.5. conversion rates;
8.1.6. accuracy or availability of data related to the Marketing Services;
8.1.7. the targeting, reporting, adjacency, ranking or placement of Ads / Tags;
8.1.8. the duration of TPM’s campaigns or display of Ads / Tags;
8.1.9. relevancy of search keywords or other content on the Properties.
8.2 Furthermore, Wellnessta makes no representations regarding revenue; the performance of TPM’s campaigns; any anticipated benefits related to TPM’s use of the Marketing Services; that the Marketing Services are suitable for TPM’s intended purposes; or that all features or functionality will be available to all users of the Marketing Services at the same time.
8.3 In addition, to the extent permitted by applicable law, Wellnessta is not liable, and the TPM agree not to hold Wellnessta responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect or consequential damages) resulting directly or indirectly from TPM’s participation in the Marketing Services, including but not limited to:
8.3.1. he deletion or modification of TPM’s Ads / Tags or Content;
8.3.2. the duration or manner in which TPM’s Ads / Tags appear on the Properties; or
8.3.3. Wellnessta's decision to end or remove TPM’s Ads / Tags.
8.4. Regardless of the previous paragraphs, if Wellnessta is found to be liable, their liability to TPM or to any third party is limited to the amount of Marketing Fees paid for the relevant month in dispute to the action giving rise to the liability.
8.5. In addition, Wellnessta reserves the right in its sole discretion to suspend, terminate or restrict TPM’s use of the Wellnessta additional Services (in whole or in part), without notice, for any or no reason, and without liability to the TPM.
8.6. Wellnessta also reserves the right to modify, suspend or discontinue parts of the Wellnessta additional Services for TPM’s account as a whole.
9. INDEMNITY
TPM will indemnify and hold Wellnessta (and its affiliates, subsidiaries, their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party arising out of or related to TPM’s Content, Ads / Tags, TPM’s breach of these Terms, TPM’s participation in and/or improper use of the Marketing Services or TPM’s breach of any law or the rights of a third party.
10. DISPUTE RESOLUTION AND ARBITRATION
All disputes arising out of this Program shall be referred to arbitration under Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be referred to a sole arbitrator who is on the panel of the Indian Merchant Chamber. The venue of Arbitration will be Mumbai and the language of the proceedings shall be English.
11. GOVERNING LAWS AND JURISDICTION
These Terms and Conditions are governed by and is to be construed in accordance with the laws of the Republic of India. The Courts in Mumbai shall have exclusive jurisdiction.
12. APPLICABILITY
These Terms of Service are effective immediately on the date of their posting on (link on T&C of Sponsored Listing) Wellnessta may amend these Terms of Service at any time by posting the amended terms on (link on T&C of Sponsored Listing). Except as stated elsewhere, all amended terms shall automatically be effective immediately after they are posted. TPM’s continued access or use of the Wellnessta additional Services constitutes TPM’s acceptance of the amended terms.