Brand Partner Policy

UPDATED: 2 April 2023

This Brand Partner Policy (“Policy”), along with the specific memorandum of understanding (“MOU”) entered between Wild Country Private Limited, its subsidiaries and affiliates (together referred to as the “Company”) and a Brand Partner on the Platform (“BP”) and the Business Process Guidelines that may be furnished by the Company from time to time to you (“BPG”), which lays out the guidelines and specifications that will apply to the Products listed on the Platform from time to time  (this Policy, the MOU and the BPG (where applicable) are together referred to as the “Agreement Documents”), governs the terms and conditions on which the Brand Partner sells goods and services (“Products”) on “[www.outdoorgoats.com]” (“Website”) and the mobile application “OutdoorGoats” (“App”) (the Website and App are collectively referred to as “Platform”, which term includes all products, services, goods, content and software available on the Platform).

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder and as the same may be amended from time to time. Being a system generated electronic record, it does not require any physical or digital signature.

The Platform is owned by Wild Country Private Limited a company incorporated under the Companies Act, 1956 with its registered office at A-2, Floor Ground, Plot 281-A, Adinath Apartment, Javaji Dadaji Marg, Mumbai – 400 007, Maharashtra.  INDIA

1. Acceptance of the Agreement Documents
   1. This Policy is to be read with the remaining Agreement Documents. This Policy read with the other Agreement Documents, constitute a binding and enforceable legal contract between the Company and the Brand Partner, in relation to the sale of the Products on the Platform.  
   2. By executing the MOU, the Brand Partner is deemed to have read, understood, and to be bound by the Agreement Documents as amended from time to time.
   3. The Brand Partner will be subject to the rules, guidelines, policies, terms, and conditions applicable to the Platform, which shall be deemed to be incorporated into the Agreement Documents and shall be considered as part and parcel of the Agreed Documents. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Policy, at any time without any prior written notice.  The responsibility to review this Policy periodically for updates/ changes lies with the Brand Partner.

2. Brand registration

   1. The Company’s mission is to curate, offer and deliver quality products to its users and customers,  and follows a strict policy to curtail display and sale of any unlicensed, unauthorized and counterfeit products through the Platform. The Brand Partner confirms that it is the legal owner or authorised seller for all Products listed on their behalf on the Platform.  Accordingly, the Brand Partner will ensure that relevant trademarks (as applicable) are applied for or registered (and if registered, such registration is maintained throughout the Term of the Agreement Documents) with the applicable Trade Marks Registry of India, before the Products are listed/displayed on the Platform. The Company however reserves its right and discretion to permit the Brand Partner to display and list the Products without bearing any Brand Partner trademarks, provided that the same shall be at the sole responsibility and liability of the Brand Partner.
   2. The Brand Partner hereby agrees to indemnify the Company from and against any and all liability arising upon the Company for breach of Clause 2.1(a). The Brand Partner hereby expressly agrees that (i) any waiver by the Company or (ii) permitting the Brand Partner to list the Products on the Platform without the Brand Partner Trademarks shall not absolve the Brand Partner from the foregoing indemnity obligation.
   3. The Company agrees that it will not alter the Brand Partner Trademarks (except if required to re-size them to the extent necessary for presentation thereof on the Platform, so long as the relative proportions of Brand Partner Trademarks remain the same) and will comply with Brand Partner’s requests, if any, to remove specific trademarks of the Brand Partner.
3. Proprietary Rights
   1. The Company represents, warrants, undertakes, affirms and confirms that it is the owner or appropriately licensed user of all intellectual property rights including without limitation any and all patent, copyright, trademarks, moral rights, design rights, database rights, trade names, service marks and other proprietary rights of the Platform.
   2. The Brand Partner represents, warrants, undertakes, affirms and confirms that it is the owner or appropriately licensed user of all intellectual property rights including without limitation any and all patent, copyright, trademarks, moral rights, design rights, database rights, trade names, service marks and other proprietary rights of the Products sold by them and any other material.
   3. The Brand Partner has granted the Company a royalty free non-exclusive license to use all such intellectual property for the purposes as may be deemed necessary for selling these Products.
   4. The Brand Partner acknowledges, confirms and affirms that all intellectual property rights over the Platform and all incidental access thereto and therefrom vest solely in the Company and the Brand Partner shall have no right over any such intellectual property.
4. Representations and Warranties
   1. (a)  Mutual Representations and Warranties: Each Party hereby represents and warrants to the other Party that:
      1. it is duly organized, validly existing and in good standing under Applicable Laws;
      2. it has all requisite right, power and authority to enter into the Agreement Documents and agree to the terms of the Agreement Documents and perform its obligations and grant the rights, licenses and authorizations thereunder and hereunder;
      3. the execution, delivery, and performance of the Agreement Documents, will not conflict with or breach, and will not violate or cause a default under, any agreement, contract or instrument to which it is a party;
      4. all statements made as representations and warranties herein and in the remaining Agreement Documents are true and accurate and do not omit or fail to state anything that renders such representations or warranties misleading;
      5. there are no actions, suits or proceedings, commenced or threatened against it before any court, board or governmental or administrative agency in any jurisdiction which would materially affect its ability to enter into Agreement Documents and to consummate the transactions contemplated thereby and hereby;
      6. it shall comply with Applicable Laws at all times in its performance thereunder and hereunder; and
      7. it shall dutifully perform all covenants of the Agreement Documents in letter and spirit and shall otherwise always act with due diligence and in good faith and shall take all necessary steps to give full effect to the provisions of the Agreement Documents and the transactions contemplated therein and herein.
   2. Brand Partner Representations and Warranties: The Brand Partner hereby represents and warrants to the Company that:
      1. It has read and understood all the contents of the Agreement Documents;
      2. all statements and representations made by it and all materials and information it has provided to the Company, are accurate and complete and that it has not made any misrepresentation or material omission to the Company;
      3. it has all the requisite approvals, registrations and licenses as required under applicable laws to undertake manufacturing and/or sale of the Product(s) hereunder;
      4. all product content provided by the Brand Partner shall be accurate and truthful and that the Brand Partner will promptly intimate the Company of any changes thereto and in the event there is any discrepancy in the same discovered by the user/customer on the Platform and/or by Company, the same will be at Brand Partner’s sole risk, liability and responsibility and Company will not be liable in any way whatsoever;
      5. it shall be solely responsible and liable for the condition, quality, quantity, description, and warranty pertaining to the sale of the Products;
      6. the Products, including its design, and product content provided by the Brand Partner will not infringe or violate the rights, including intellectual property rights, of any third party;
      7. the Products are original, new and unused, and shall not in any manner or form be counterfeit, duplicates, used, re-used or repurposed products;
      8. it has the right to permit the Company to post the Products and Product Content on the Platform and grant the a license as contemplated hereunder;
      9. all the Products listed for sale on the Platform are free from any and all encumbrance, lien, hypothecation, mortgage and charge;
      10. it will not violate or infringe the intellectual property rights of any other seller/vendor/merchants who are displaying their products on the Platform;
      11. it will be responsible for any and all Platform user/customer claims with respect to the Products;
      12. it will honour Company’s promotional schemes as offered from time to time on the Platform without any dispute or interference; and
      13. it will not misuse or dilute the Platform or Company’s brand in any way whatsoever so as to affect its goodwill or bring any disrepute thereto.
   3. Company Representations and Warranties: The Company hereby represents and warrants to the Brand Partner that:
      1. it will use the license only as permitted in the Agreement documents; and
      2. it has valid proprietary and intellectual property rights to the Platform;
      3. it has not violated or infringed the intellectual property rights of any person or entity, in operating the Platform;
      4. it has all the requisite approvals, registrations and licenses as required under applicable laws to operate the Platform and provide all the services offered to its customers thereunder;
5. Indemnification
   1. Subject to Clause 8.3 below and without prejudice to any other terms and conditions and the obligations, duties and responsibilities that are contained in the Agreement Documents, the Brand Partner shall indemnify and hold harmless the Company, its shareholders, subsidiaries and any of their respective officers, employees, directors (“Indemnified Parties”) against all claims, costs, expenses, losses, damages, and liabilities (including third party liabilities) brought against or incurred or suffered by the Indemnified Parties, including, without prejudice to the generality of the foregoing, all reasonable costs and expenses which the Indemnified Parties may reasonably incur in defending any proceedings, arising due to:
      1. any breach of representations and warranties provided by the Brand Partner under the Agreement Documents;
      2. beach of any provisions of the Agreement Documents, whole or any part by the Brand Partner, including any deficiency in the Products sold pursuant to the Agreement Documents;
      3. any breach by the Brand Partner of the terms and conditions laid down in the Agreement Documents;
      4. any liability arising out of or in relation to or as a consequence of the Products sold by the Brand Partner on the Company’s Platform.
   2. In this regard, the Brand Partner hereby expressly authorises and empowers the Company to deduct or recover the entire costs, expenses, claims, losses, damages, and liabilities from the amount payable by the Company to the Brand Partner.
   3. Without prejudice to any other rights or remedies that the Company may have, the Brand Partner acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of the Agreement Documents by the Brand Partner. Accordingly, the Company shall be entitled to the remedies of injunction, specific performance or other equitable relief under applicable law, for any threatened or actual breach of the terms of the Agreement Documents.
6. Product Liability
   1. It is hereby expressly agreed and acknowledged by the Brand Partner that any problem, issue, damage or defect, including manufacturing defect, relating to any of the Products will be to the sole account of the Brand Partner.
   2. Any and all risks, liabilities, consequences as well as expenses in relation to undertaking such replacement, packing/re-packing and delivery/re- packing will be to the sole account of the Brand Partner.
   3. The Brand Partner hereby agrees to indemnify the Company from and against any and all liability arising upon the Company for breach of this Clause 2.3 by the Brand Partner.
7. Miscellaneous:
   1. Assignment: The Brand Partner shall not assign any of their rights or delegate any of their duties under the Agreement Documents, without the prior written consent of the Company.
   2. Relationship of the Parties: Both Parties are acting as independent contractors and nothing in the Agreement Documents shall be constructed to create a relationship of agency, employment, partnership, franchise, joint venture or any other similar relationship between the parties.
   3. Waiver: The failure of either Party to enforce at any time or for any period of time, the provisions of the Agreement Documents in accordance with its terms, shall not be construed to be a waiver of such provisions or of the rights of such Party, to enforce each and such provision. A waiver shall not be valid and effective unless the same is in writing.
   4. Governing Law and Dispute Resolution: The interpretation and enforcement of the Agreement Documents shall be governed by the laws of India and jurisdiction shall be exclusively vested in the courts of Mumbai. Any dispute arising out of or in connection with the Agreement Documents, including any regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (“Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 1 (One). The seat, or legal place of arbitration shall be Mumbai. The language to be used in the arbitral proceedings shall be English.