Terms and Conditions for eMarket

Membership Agreement Effective Date : September, 2000 1. Agreement with Terms and conditions This Membership Agreement (this "Agreement") describes the Terms and Conditions applicable to your use of the Site. By clicking the "I AGREE" button below you accept the terms and conditions of this Agreement. Please print a copy of these Terms and Conditions for your records. 2. The Site may amend the Member's Terms and Conditions at any time by posting the amended Member's Terms and Conditions on the Site and the effective date for any such amendment will be the date on which the amended member's Terms and Conditions is so posted on the Site. In addition, the Site will e-mail all Members a notice of the amended member's Terms and Conditions. Without limiting the generality or effect of the foregoing, we may also add, delete or modify some or all of our services at any time in our sole discretion. To become a Member, you must register as such by filling out an application and by selecting a User name and Password. 3. Eligibility for Membership The Site is available to any qualified participants in the worldwide electrical industry who are capable of entering into legally binding contracts under applicable law. Notwithstanding anything to the contrary contained in this Agreement, we may refuse to accept an application for membership in our sole discretion and/or limit a Member's use of the eMarket Site at any time in our sole discretion. If you have any questions about the Member's Terms and Conditions, please contact us at (091) 265-285911 or at eMarket@indiaelectricmarket.com. 4. Terms and Conditions between Members The specific terms and conditions of a Member's purchase or sale of products or services (such as pricing, warranties from Sellers, delivery, etc.) through the Site are established between Buyer and Seller, subject to compliance with the Transaction Rules. Each Buyer or Seller with whom you do business on the Site has the option to add his/her own terms and conditions in a pre designed mailbox in built on the Site. Although Sellers will post products or services to the Site and Buyers will post inquiries to the Site, the Site is merely a venue for Buyers and Sellers to agree upon the terms of transactions. The Site does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products advertised or offered for sale, the ability of sellers to sell products or the ability of Buyers to buy products. We cannot and do not control whether Sellers will complete the sale of products they offer. THE SITE PROVIDES THE ELECTRICAL GOODS ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. MEMBER AGREES THAT USE OF THE SITE IS AT MEMBER'S SOLE RISK. THE SITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, (IV) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY BUYER OR SELLER AND WHETHER YOU SHOULD DO BUSINESS WITH SUCH BUYER OR SELLER, AND (V) AS TO THE ACCURACY OF POSTINGS MADE ON THE SITE BY OR ON BEHALF OF SELLER OR BUYER. THE PARTIES DESIRE AND AGREE TO COMPLY FULLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS. SPECIFICALLY, THE PARTIES AGREE THAT THE SITE AND THE EXCHANGE ARE NOT TO BE UTILIZED TO FACILITATE COLLUSION OR OTHER CONDUCT IN VIOLATON OF THE ANTITRUST LAWS. The site acts as the venue for Members to purchase and sell electrical goods. The Site does not undertake to arrange for the logistics involved in any transactions through the Site between members. In the event of any dispute between you and another member, you release the Site, its agents and employees from any claims and damages of every nature (including, without limitation, actual, special, incidental and consequential), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute. 5. Site Usage Fees You agree to pay M/s. indiaelectricmarket.com a site usage fee of Rs.10,000 per annum. Your membership will be activated only after the realisation of the payment by indiaelectricmarket.com. 6. Access to the Site. Equipment and Connections: Member is responsible for arranging all equipment necessary to access the Internet and the Site. Access tot he Site requires use of Microsoft Explorer 4.0 or higher or Netscape Navigator 4.0 or higher. Availability of the Site: The Site is usually available 24 hours a day, 7 days a week. However, we retain the right to make the Site unavailable from time to time for any reason whatsoever. Member agrees that indielectricmarket.com shall not be liable for any damanges arising from any interruption, suspension or termination of the Site. Use of Passwords: Access to and use of the Site is through a combination of a User Name and Password. Each Member shall be provided a unique User Name and Password. Acceptance of a membership application by the Site validates a Member's User Name and Password. The User Name and Password provide entry to the Site and allows a Member to conclude an action on the eMarket. It is the member's sole responsibility to keep the username and password confidential. The Site shall not be responsible for any damage, monetary or otherwise arising out of the misuse of password by unauthorized persons. 7. System Integrity Applicable Laws: Member agrees to comply with all applicable local, state, federal, and international laws, statues, rules and regulations relating to Member's use of the Site. Without limiting the foregoing, Members are responsible for observing all applicable tariffs and trade laws. No Unauthorized Access. Member shall not provide access to the Site to other persons through use of Member's User Name and Password. The Member is solely responsible to ensure that it takes no action or omits to take action, which in either case results in any other person utilizing Member's User Name and Password. The Site is specifically not responsible for the use of any Member's User Name and Password by another party, except to the extent due to the gross negligence of the Site. Malicious Intent. Member agrees not to tamper in any way with the software or functionality of the Site. Without limiting the foregoing, Member agrees not to put any material into the Site or Exchange which contains any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information. Maintenance of Confidential Information, Privacy: Member agrees not to disclose other Members' confidential information as consistent with accepted industry practices. In addition, Member agrees not to disclose confidential information, such as User Name and Password, even within Member's own organization, except on a need-to-know basis. Member agrees not to invade another Member's privacy. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member. Use or distribution of tools designed for compromising privacy or security is strictly prohibited. 8. Information posted on the Site · Must not be fraudulent or involve the sale of stolen items · Must not infringe any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy · Must not violate any applicable law, statute, rule or regulation · Must not be obscene, indecent or contain pornography · Must not be defamatory, trade libelous, threatening or harassing; and · Must not link directly or indirectly to or include descriptions of products or services that are prohibited by this Agreement or are concurrently listed for sale on a web Site other than the Exchange. In addition, you may not post on the Site or sell on the Exchange any product or service which, by paying us our Transaction Fee, could reasonably be expected to result in a violation of any applicable law, statute, rule or regulation. 9. Intellectual Property matters · For the fact that Member is a member of the Site, · Pursuant to the license granted below, and · For data derived from Transactions. All third party content published on the Site is property of the respective copyright owners and may not be copied or distributed in any way by Members for commercial purposes. To enable us to use information provided by you in connection with the operation of the eMarket and the Site and the advertisement thereof by the Company without violating any rights you have in the information, Member grants to the Site a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise the copyright, trademark and publicity rights (but not other rights) you have in such information on the Internet and otherwise in any publicity material of the Company. the use of such information will be in accordance with the Privacy Policy, but no information concerning Member shall be shared with any third parties without the prior written consent of Member, except for the fact that Member is a member of the Site, pursuant to the license granted above, and for data derived from Transactions. The foregoing license will terminate upon the termination of Member's membership of the Site. 10. Termination and Expiration Termination Rights: Either the Site or Member may immediately terminate this Membership Agreement at will in writing or via e-mail. Member's Obligation upon Termination or Expiration: Member agrees that, upon termination of this Membership agreement, Member will: Pay all outstanding dues to the Site in full within thirty (30) days. Honor all outstanding Transactions. Honor all outstanding Firm Offers and/or Firm Counteroffers with third parties until, and unless, withdrawn by the Member. 11. Relationship between the Site and Member Member and the Site are independent entities, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of the Member's Terms and Conditions, use of the Site or participation in transactions on the Site. 12. Dispute Resolution and Applicable Law This Membership Agreement and the member's Terms and Conditions and the relationship between Member and the Site shall be governed by and construed in accordance with the laws of India, Baroda city, Gujarat state without regard to its conflict of law provisions. Member and the Site agree that any controversy or claim arising out of or relating to the Member's Terms and Conditions and the relationship between Member and the Site shall be submitted to the personal and exclusive jurisdication of the courts located within Baroda, state of Gujarat, India. 13. Limitation of Liability As a condition of member ship to the Site, and in consideration of the services provided by the Site, Member agrees that neither the Site, nor any officer, affiliate, director, shareholder, agent or employee of the Site will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with: (a) the use of the Site by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Site, or the mistakes, omissions, eavesdropping by third parties, or any failure of performance of the Site; (b) The termination of Member's membership by the Site pursuant to the Member's Terms and Conditions (c) The failure, or alleged failure, of any product purchased or transferred pursuant to the transaction through the Site to conform to any specifications or terms, whether published on the Site or not; (d) The breach, or alleged breach, of any warranty, express or implied, relating to any such product or shipment; or (e) Government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond the Site's reasonable control. The limitations set forth in this section do not apply to the gross negligence or willful misconduct of the Site and its affiliates (excluding Members), franchisee's, employees and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine. 14. Indemnification Without limiting the generality or effect of other provisions of this Agreement, as a condition of membership, each Member agrees to indemnify, hold harmless, and defend the Site, and each of its respective affiliates, franchisee's agents, and employees against all third party claims, liabilities and damages incurred or allegedly incurred by the Site arising out of such Member's engagement in transaction on the Site, including but not limited to any product or services sold through the Site for failure of a product to meet specifications or breach of warranty, but excluding such damages arising out of the Site's gross negligence or willful misconduct. 15. Other General Privisions This Agreement and the Member's Terms and conditions constitute the entire agreement and understanding between the parties with respect tot he subject matter of this membership Agreement and supercede and replace any and all prior written or verbal agreements. Headings are for references only. A party's failure to insist upon or enforce strict performance of any provision of the Member's Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and the Site nor trade practice shall act to modify any provision of the Member's Terms and Conditions. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect any other provision of the Member's Terms and Conditions, and the same shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission form the Site. BY EITHER CLICKING THE "I AGREE' BUTTON" YOU REPRESENT AND WARRANT THAT YOU, AS A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, AND THAT YOU ARE A MERCHANT AND NOT A CONSUMER USER, FOR PURPOSES OF TRANSACTING BUSINESS ON THIS SITE. "I have read the eMarket terms and conditions and agree to the same. By submitting, I, as the primary company contact or company administrator, represent and warrant that I (and the other people indicated in section 2 of the application) am duly authorised representative of my company, and can form legally binding contracts under applicable law."