"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 TPM to access Wellnessta services, which help TPM to provide spotlight announcements (“Spotlight Announcements”) on Wellnessta or Wellnessta Platform, and all related services, applications and tools (collectively, the "Services") outlined herein. Wellnessta has sole and absolute discretion with respect to interpretation and enforcement of these Terms and all other issues associated with Spotlight Announcements 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. SERVICES
2.1. The Services include tools through which TPM can request to publish Wellnessta on Wellnessta Platform by agreeing to pay a fee to Wellnessta, as described in these Terms.
2.2. When TPM uses the Services, TPM authorizes Wellnessta to use tools to assemble and format such Spotlight Announcement based on the Content (defined below).
3. CONTENT
3.1. TPM shall provide Wellnessta with text, logos, images, URLs and other content ("Content") for the Ads / Tags, which Content may be derived from TPM’s listings on the applicable Wellnessta property / Wellnessta Platform.
3.2. Wellnessta has sole discretion for determining the Content of the Spotlight Announcement that shall be accepted and displayed on the Wellnessta Platform, and under no circumstances shall Wellnessta's acceptance of any Content be considered an endorsement of the product(s) and/or service(s) published or for the Third Party Member (“TPM”) that publishes, advertises, manufactures, distributes, or promotes the products or services.
3.3. Wellnessta shall not knowingly accept Content that, in Wellnessta’s opinion, is not factually accurate and in good taste.
3.4. There are certain categories of Content that Wellnessta shall not knowingly permit on the Wellnessta Platform at any time. These categories include but are not limited to the following:
3.4.1. Illegal, 'objectionable', 'ineffective' and/or 'dangerous' products (Wellnessta reserves the right to determine what is 'objectionable', 'ineffective' and/or 'dangerous')
3.4.2. fraudulent, deceptive, illicit, misleading or offensive material;
3.4.3. material that misrepresents, ridicules, discriminates (real or implied) or attacks an individual or group on the basis of age, national origin, race, religion, gender, sexual orientation, marital status, disability or any other status deemed inappropriate for the Wellnessta Platform;
3.4.4. weapons, firearms, ammunition, or fireworks;
3.4.5. gambling;
3.4.6. pornography or related themes;
3.4.7. tobacco use of any kind;
3.4.8. unreasonable, unlikely or extraordinary product or service claims;
3.4.9. media messages or imagery that strobe or flash
3.5. Wellnessta reserves the right to determine at any time in its sole discretion whether it will accept, reject, cancel, or remove Content from the Wellnessta Platform. Wellnessta shall not provide any assurances that Spotlight Announcements will perform without error on all platforms, including websites and mobile applications.
4. REJECTION AND ALTERATION OF CONTENT
4.1. To ensure the integrity of Wellnessta and for the benefit of our readers and TPM, Wellnessta reserves the right to revise, reclassify, edit or reject any Content or any portion thereof at any time without prior notice. Wellnessta at all times reserves the right to refuse to publish any Content for any reason and regardless of whether any such Spotlight Announcement was previously accepted by Wellnessta.
4.2. Wellnessta reserves the right to alter any Spotlight Announcement or its Content in order for the material to conform to Wellnessta’s current mechanical or technical specifications without prior notice or intimation.
5. COMPLIANCE
5.1. It is the TPM’s responsibility to comply with all domestic and foreign laws and regulations applicable to its Content for the purpose of Spotlight Announcement within the Wellnessta Platform (and to include all legally required legends, disclosures and statements in such Spotlight Announcement).
5.2. Wellnessta will not monitor compliance with such laws and regulations. However, Wellnessta reserves the right to review all Spotlight Announcement for compliance with applicable laws and regulations and, if Wellnessta Platform becomes aware of any breach or potential breach of any applicable law or regulation and or any or all of these Terms And Conditions, Wellnessta may remove the Spotlight Announcement from the Wellnessta Platform.
6. FEES
6.1. Wellnessta reserves the right at any time to change fees to portions of the Service or the Services as a whole.
6.2. All new fees, if any, shall be posted in appropriate locations on the Service.
7. NO REFUNDS AND NO CANCELLATION
7.1. Money once paid for the Spotlight Announcement shall not be refunded under any circumstances. No cancellation or refunded requests shall be entertained. However, TPM shall have option to stop publication of unpublished news. No refund will be made for paid but unpublished Spotlight Announcement.
7.2. TPM can take down a published Spotlight Announcement or stop the publication of a scheduled Spotlight Announcement from their dashboard which will be subjected to the above Terms.
8. LIMITATION OF LIABILITY
Wellnessta does not make any warranties, express or implied, with respect to Spotlight Announcement, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose.
9. GENERAL TERMS
9.1. Wellnessta reserves the right to change these terms and conditions from time to time in its discretion and without prior notice to you. All terms and conditions are applicable to the extent permitted by law. For details check Wellnessta Policies.
9.2. Wellnessta does not make any warranties or representation in respect of the accuracy or completeness or authenticity or originality with respect to Spotlight Announcement and shall not be responsible or liable for its accuracy.
9.3. TPM shall be solely responsible and liable for all the content of the Spotlight Announcements. Further all materials and or other information used for aforesaid purpose shall not infringe any intellectual property right including but not limited to trademark, copyright or patent of a third party.
9.4. TPM shall indemnify, defend and hold harmless, Wellnessta against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (a “Claim”) for violation or infringement of any Intellectual Property Rights in the content, information and materials pertaining to the Spotlight Announcements.
10. INDEMNITY
10.1. TPM represent, warrant and covenant that no materials of any kind submitted through their account will:
10.1.1. violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or
10.1.2. contain libelous or otherwise unlawful material.
10.2. TPM hereby indemnifies, defends and hold harmless Wellnessta and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by any user of this Agreement or the foregoing representations, warranties and covenants.
10.3. TPM shall cooperate as fully as reasonably required in the defense of any such claim. Wellnessta reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
10.4. Wellnessta does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed on Spotlight Announcement section of Wellnessta through the Service by any TPM, information provider or any other person or entity.
10.4. Users /Customer/ TPM acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. The Spotlight Announcement or news Published on an "as-is" basis without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. The user hereby acknowledges that reliability of the article/ news is at their sole risk.
11. 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.
12. 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.