The PayU Marketplace Program is offered exclusively by PayUParticipant agrees to be bound to the terms and conditions herein. Participants in the Marketplace Program accept and agree to the following terms and conditions:
(1.1) The PayU Marketplace is an offering by PayU for its merchants for availing services provided by respective companies partnered with PayU to provided value added services such as Tax compliance services (Directand Indirect) Online advertising via Google AdSense etc.
(1.2) In order to participate in the PayU Marketplace Program, Participants must be active merchant with PayU Payments Pvt Ltd.
(1.3) PayU shall determine, in its sole discretion, the categories and sub-categories for listing in the Marketplace.
2. PayU makes no warranty or guarantee as to the effectiveness of a PayU Marketplace listing. As with all other forms of advertising, Participants in the program must rely on their own judgment regarding the value of this product on their business. PayU does not make any warranty of any kind regarding the Marketplace Program, which is provided on an "as is" basis.
3. For consumers of Marketplace products and services, PayU does not warrant the accuracy, completeness, currency, or reliability of content or data listed by Participants in the Marketplace program, and PayU also expressly disclaims all warranties and conditions regarding products and professional services offered or performed.
4. PayU disclaims all warranties, express, implied, arising by statute or otherwise, including but not limited to any warranty of merchantability or quality, fitness for any particular purpose. No implied warranty of merchantability or warranty of fitness for any particular purpose shall apply and mediate.com disclaims any such warranties.
5. PayU shall not be liable for any damages, whether direct, indirect, special, consequential, incidental, punitive or otherwise (including damages resulting from loss or theft of data, use, profits, revenue, goodwill or infringement), or any costs of substitute services, even if payunow.com had been advised, known or should have known of the possibility of such, which may be sustained by partnersor others.
6. Participant expressly agrees that, if for any reason PayU shall be found liable to Participant, PayU's sole liability to Participant shall in not exceed in the aggregate the amounts received by PayU from Participant for the most recent one months of payment.
7. The PayU Marketplace Program contains links to third party web sites. PayU does not control the content of these web sites. Unless specifically stated on this web site to the contrary, PayU is not affiliated with these third parties and does not endorse nor sponsor their web sites, products or services, or other content. All information is provided "as is" without any express or implied warranties or endorsement, including, but not limited to, implied warranties of merchantability, accuracy of information, fitness for a particular purpose or non-infringement. In no event shall PayU be liable for any special, indirect, punitive or other damages resulting from any use or content or errors or omissions in the information on our website or on websites to which we provide links.
8. Severability- The terms and conditions in this document shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of anyof the other remaining provisions.
9. Modification of Terms & Conditions- PayU may at any time modify these terms and conditions. In the event that these terms and conditions are modified, payunow.com will provide all Participants in the PayU Marketplace program with notice of the change. If Participants do not agree with the changes, their sole remedy is to opt out of the offering by removing their placement
10. Limitation of Liability- PayU assumes no responsibility, and shall not be liable for, any loss, claim, damage, or any special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including, but not limited to, lost profits or lost savings), whether based in contract, tort, strict liability, or otherwise, which arises out of or is any way connected with the PayU Marketplace Program. This limitation of liability shall apply regardless of whether the claim asserted is based on contract, negligence, or any other theory of recovery.
11. Indemnification- Participants in the PayU Marketplace Program agree to indemnify and hold payunow.com and its subsidiaries, affiliates, officers, directors, agents, consultants, and employees harmless from any claim or demand, including reasonable attorney’s fees and court costs, made by any third party due to or arising out of the Participant’s breach of this agreement, or the Participant’s violation of any law or the rights of a thirdparty. PayU’s failure to act with respect to a breach by the Participant or others does not waive its right to act with respect to subsequent or similar breaches.
12. No Waiver- The parties agree that the failure of a party at any time to require performance by the other party of any of the provisions herein shall not operate as a waiver of the right of a party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.
13. Legal Expenses- In the event any legal action is instituted between the parties in connection with this Agreement, the prevailing party, in addition to any other rights and remedies it may have, shall be entitled to reimbursement of its expenses, including court costs and reasonable attorneys’ fees. Each party agrees to first mediate any dispute prior to the institution of any court proceeding. Each party will pay one-half the mediation fees and costs.
14. Confidentiality- Each party acknowledges that in the course of performing its obligations hereunder it may receive or have access to information that is confidential and proprietary to the other party (“Confidential Information”). Each party agrees not to use Confidential Information of the other party except in the performance of this Agreement and not to disclose such Confidential Information to third parties except on a “need to know” basis in the performance of its obligations under this Agreement. The obligations contained in this Section shall survive the termination of this Agreement and shall subsist for so long as the Confidential Information remains confidential.
15. Assignability- PayU reserves the right to assign this Agreement to its successorsor a third party.
16. Force Majeure- PayU shall not be responsible or liable for nonperformance or delays in performance occasioned by any causes beyond Company’s reasonable control, including, but not limited to, any labor difficulties, strikes, delays of vendors or carriers, fires, explosions, floods, casualties, acts of God, war, riots, acts of terrorism, or governmental actions.
17. Governing Law- This agreement and its performance shall be governed by and construed in accordance with the laws of the India. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of this Agreement, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty-day period provided above, either Party may approach the courts at New Delhi which shall have the exclusive jurisdiction over any disputes relating to the subject matter of this Agreement.
18. Entire Agreement- The terms and provisions contained in this Agreement constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes all other agreements, written or oral, between the parties as to the subject matter hereof