T&C for Buyer

These website terms of use ("terms of use") is an electronic record in the form of an electronic contract formed under information technology act, 2000 and rules made thereunder and the amended provisions pertaining to electronic documents / records in various statutes as amended by the information technology act, 2000. These terms of use does not require any physical, electronic or digital signature.

These terms of use is a legally binding document between user and needle hay incorporation (both terms defined below). These terms of use will be effective upon your acceptance of the same (directly or indirectly in electronic form or by means of an electronic record) and will govern the relationship between user and needle hay incorporation for the use of the website (defined below).

This document is published and shall be construed in accordance with the provisions of rule 3 (1) of the information technology (intermediaries guidelines) rules, 2011 under information technology act, 2000 that require publishing the rules and regulations, privacy policy and user agreement for access or usage of the website.

These Terms of Use of the website located at the URL www.needlehayinc.com (the Website) is between NEEDLE HAY INCOPORATION (hereinafter referred to as "NHI" or "NEEDLEHAY" or "We" or "Us" or "Our") and the guest users or registered users of the Website (hereinafter referred to as "You" or "Your" or "Yourself" or "User") describe the terms on which NHI offers You access to the Website and such other services as are incidental and ancillary thereto ("Services").

Please read these terms of use carefully before using or registering on the website or accessing any material, information or services through the website. If you do not agree with these terms of use, please do not use the website.

The seller agreement available at www.needlehayinc.com (applicable if you are a seller of the products on the website) and any other terms which may apply to specific services ("additional service terms") together with all other notices, disclaimers, guidelines appearing on the website from time to time (collectively referred to as "agreement(s)") constitute the entire agreement upon which you are allowed to access and use the website and avail the services.

1. General

1.1 Needle hay incorporation is a company incorporated under the laws of india, with its registered office at d-801, unity park, s no 43, kondhwa khurd, pune - 411048, india. Needle hay inc is an intermediary in the form of an online marketplace and is limited to managing the website to enable seller to exhibit, advertise, display, make available and offer to sell the products and to enable buyer to purchase the products so offered ("products"), and other incidental services thereto ("services") including use of the website by any user.

1.2 These terms of use are subject to revision by nhi at any time and hence the users are requested to carefully read these terms of use from time to time before using the website. The revised terms of use shall be made available on the website. You are requested to regularly visit the website to view the most current terms of use. It shall be your responsibility to check these terms of use periodically for changes. Nhi may require you to provide your direct or indirect consent to any update in a specified manner before further use of the website and the services. If no such separate consent is sought, your continued use of the website and/or services, following such changes, will constitute your acceptance of those changes.

1.3 In case if there is any conflict, this agreement would be the final binding.

2. Services

2.1 The website is an electronic platform in the form of an electronic marketplace and an intermediary that

(a) provides a platform for users (who are sellers) to advertise, exhibit, make available and offer to sell various products to other users (who are buyers / customers), and

(b) a platform for such other users to accept the offer to sell of the products made by the sellers on the website and to make payments to the sellers for purchase of the products, and

(c) services to facilitate the engagement of buyers and sellers to under commerce on the website, and

(d) such other services as are incidental and ancillary thereto. The services are offered to the users through various modes which may include issue of coupons and vouchers that can be redeemed for various products.

3. Eligibility to use

3.1 The services are not available to minors under the age of eighteen (18) or to any users suspended or removed from the www.needlehayinc.com system by nhi for any reason whatsoever. If you are disqualified as per the preceding sentence, you shall not be permitted to avail of the services or use the website. You represent that you are of legal age to form a binding contract and are not a person barred from receiving the services under the laws as applicable in india. Notwithstanding the foregoing, if you are below the age of eighteen (18) years, please read through these terms of use with your parent or legal guardian, and in such a case these terms of use shall be deemed to be a contract between nhi and your legal guardian or parent and to the extent permissible under applicable laws, enforceable against you.

3.2 Nhi reserves the right to refuse access to use the services offered at the website to new users or to terminate access granted to existing users at any time without according any reasons for doing so.

3.3 You shall not have more than two active accounts (one as seller and another as buyer ,defined hereunder) on the website. Additionally, you are prohibited from selling, trading, or otherwise transferring your account to another person..

4. User account, password, and security

4.1 You may access and use the website and the services either as a registered user or as a guest user. However, not all sections of the website and services will be accessible to guest users.

4.2 Registered users: nhi makes certain sections of the services available to you through the website only if you have provided nhi certain required user information and created an account and a nhi id through certain log-in id and password ("account"). You can create your account on the website through logging in by your third party website user id and password including that of www.facebook.com, websites owned by yahoo inc. Or its subsidiaries, google inc. Or its subsidiaries, twitter or any other social media website or any other internet service as permitted on the website (nhi id and/or other third party login identification as provided above are individually and collectively referred to the "account information"). In the event you register as a user by creating an account in order to avail of the services provided by the website, you will be responsible for maintaining the confidentiality and security of the account information, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify nhi of any unauthorized use of your account information or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Nhi cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may be held liable for losses incurred by nhi or any other user of or visitor to the website due to authorized or unauthorized use of your account as a result of your failure in keeping your account information secure and confidential. You shall ensure that the account information provided by you in the website's registration form is complete, accurate and up-to-date. Use of another user's account information for availing the services is expressly prohibited. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or nhi has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, nhi has the right to suspend or terminate your account and refuse any and all current or future use of the website / services (or any portion thereof).

4.3 Guest users: the website also allows limited access to the services for unregistered users (also called as 'guest users'). Such users will be able to browse the website and use the services for the purpose of purchasing goods, and placing orders. However, you will not be provided with access to certain benefits reserved only for the purpose of registered users. These benefits may change from time to time.

4.4 Depending upon whether you are a seller or a buyer or another user who otherwise wish to use the website, and the nature of services you wish to avail from the website, you may be required to provide certain personal information and nhi may collect certain personal information. Your provision of, and nhi's collection, storage, use, disclosure and otherwise dealing of such personal information shall be governed by nhi's privacy policy, which is available at http://www.needlehayinc.com/ ("privacy policy").

5. Eligibility to use

5.1 Presently, nhi does not levy any fee for browsing the website or placing the orders for buying the products on the website. Nhi may charge users certain fees for the use of the website and services as a whole, or certain features of the website / services. You agree to pay any such fees, as may be applicable to the services that you use. Nhi will try to ensure that you are made aware of the applicability of any fees for a particular use of the website / services, as well as the amount of fees payable by you for any such use of the website / service. You agree that nhi may, at any time, charge, modify or waive fees required to use the website. Your continued use of the website / services after such change in the fees will be considered to be your acceptance of such changes, and the applicability of these terms of use to such changes.

5.2 You agree to provide correct and accurate financial information, such as funds transferred details towards the orders placed. The information provided by you will not be utilized or shared with any third party unless required in relation to fraud verifications or by law, regulation or court order or in accordance with the terms of the privacy policy. You will be solely responsible for the security and confidentiality of your transactions.

5.3 Nhi may have existing arrangements with its banks, for receiving or paying funds for the buy or sell transactions to clients or vendors.

5.4 For your making payments for placing the request for buying the products on the website, in addition to the agreement(s), the terms and conditions of your bank, applicable financial institution may also be applicable to you. Your bank, financial institution may decline or prevent you from making electronic payments for placing the request for buying the products on website and nhi does not control the same and shall be liable for the same.

5.5 Payment facility for your orders: nhi may from time to time contract with third party payment service providers including banks to open nodal bank account under applicable indian laws, to facilitate the payment between users i.e. Buyers and sellers. These third party payment service providers may include third party banking or cash on delivery or demand draft / pay order on delivery service providers. Nhi shall initiate the remittance of the payments made by you for your purchase orders on the website after the products are delivered to you and the date of completion of transaction shall be after the products are delivered to you and such other additional time as may be agreed between nhi and buyer/s.

6. User obligations and role of nhi

6.1 Subject to compliance with the agreement(s), nhi grants you a non-exclusive, non-sub-licensable, non-transferable, revocable, and limited right to access and use this website and the services provided therein.

6.2 You agree to use the services, website and the content (as defined herein) provided therein only for purposes that are permitted by: (a) the agreement(s) (including these terms of use); and (b) any applicable law.

6.3 You agree to adhere to all limitations on dissemination, use and reproduction of any materials (such as the product catalogues) that your access on the website in accordance with clause 7.

6.4 You agree not to access (or attempt to access) the website or services by any means other than through the interfaces that are provided by nhi. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the website or content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the website, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the website.

6.5 If you believe that any content or user content (as defined herein) or other content available on the website does not comply with the terms of the agreement(s) or applicable law, you may report such content in the manner prescribed under clause 14 herein.

6.6 The website may allow you to post certain content, data or information of your own such as allowing you to rate products, seller, post your comments, and reviews in relation to products on specific pages of the website, as well as submit any suggestions, comments, questions or other information to nhi using the website / services (collectively referred to "user content"). You, being the originator of the user content, are responsible for the user content that you upload, post, publish, transmit or otherwise make available on the website. You represent that you have obtained all relevant consents and approvals in order to post any user content. You further represent that all such user content will be in accordance with applicable law. You acknowledge that nhi does not endorse any user content on the website and is not responsible or liable for any user content. Nhi reserve the right to disable access to the user content on the website.

6.7 You hereby grant nhi a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the user content and create derivate works of the user content. You represent and warrant that you own or otherwise control all of the rights to the user content that you post or that you otherwise provide on or through the website; and that, as at the date that the user content is posted or submitted on the website: (i) the user content is accurate; (ii) use of the user content you supply does not breach these terms of use; and (iii) that such user content is lawful.

6.8 You agree, understand and acknowledge that the website is an electronic platform in the form of an electronic marketplace and an intermediary that provides an electronic venue where various users may electronically meet and interact with each other to engage in commerce and transact. You further agree and acknowledge that nhi is also a facilitator and is not and cannot be a party to or control in any manner any advertisement, exhibition, making available, offer to sell or transactions of sale or purchase of products on the website. Accordingly, any contract for the sale / purchase of products on the website is a bipartite contract between you and the sellers (if you are a buyer) or you and the buyer (if you are a seller). Nhi doesnot provide any guarantee, warranties or assurance with respect to the advertisement, exhibition, making available, offer to sell or transactions of sale or purchase of products on the website. Further, nhi does not guarantee, warranty or provide any assurance on the behaviour of any user of the website including any guarantee, warranty or assurance that any user (whether buyer or seller) will complete any transaction or act in a prudent manner.

6.9 When you use the website and/or the services you specifically undertake not to host, display, upload, modify, publish, transmit, update or share any information or content that: • Belongs to another person and to which the user does not have any right to; • Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnicall objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; • Harms minors in any way; • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; • Threatens the unity, integrity, defense, security or sovereignty of india, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting of any other nation; • Infringes any patent, trademark, copyright or other proprietary rights; • Contain software viruses or any other computer code, files or programs designed to interrupt destroy or limit the functionality of any computer resource; • Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; • Engage in any activity that interferes with or disrupts access to the website or the services (or the servers and networks which are connected to the website); • Attempt to gain unauthorized access to any portion or feature of the website, any other systems or networks connected to the website, to any nhi server, or to any of the services offered on or through the website, by hacking, password mining or any other illegitimate means; • Probe, scan or test the vulnerability of the website or any network connected to the website, nor breach the security or authentication measures on the website or any network connected to the website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the website, or any other customer of nhi, including any nhi account not owned by you, to its source, or exploit the website or service or information made available or offered by or through the website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than your own information, as provided for by the website; • Disrupt or interfere with the security of, or otherwise cause harm to, the website, systems resources, accounts, passwords, servers or networks connected to or accessible through the websites or any affiliated or linked sites; • Use the website or content for any purpose that is unlawful or prohibited by the agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of nhi or other third parties; • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; • Violate any code of conduct or other guidelines, which may be applicable for or to any particular service; • Violate any applicable laws or regulations for the time being in force within or outside india; • Violate the terms of the agreement.

6.10 You agree that you are solely responsible to nhi and to any third party for any breach of your obligations under these terms of use or other agreements and for the consequences (including any loss or damage which nhi or its affiliates or its vendors may suffer) for any such breach

6.11 Nhi does not pre-screen user content. Nhi has no obligation to monitor any user content. However, nhi at its discretion and/or in accordance with applicable law may monitor any user content and may remove any user content from the website if nhi determines in its sole discretion that such user content is in violation of these terms of use or any applicable law. Where nhi removes any user content from the website, nhi will make reasonable efforts to inform the user who had posted such user content. Such actions do not in manner negate or dilute nhi 's position as an intermediary or impose any liability on nhi with respect to user content.

6.12 You shall solely be responsible for maintaining the necessary computer / mobile equipment, internet connections and other software and technologies that may be required to access, use the website. You may incur access or data fees from third parties in connection with your purchase and/or use of the services. You are responsible for all such fees.

6.13 You may need to install updates that we or any third party introduce from time to time to use the services, products, website including downloads and required functionality, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "updates"). Your use of the products or website you have installed requires that you have agreed to receive such automatically requested updates.

6.14 There may be certain orders that nhi is unable to process or pass on buyer's order to the seller and must cancel. Some situations that may result in nhi 's inability to process or pass on buyer's order to the seller include, without limitation, non- availability of the website service, force majeure, credit limitations or suspected fraud.

6.15 In case buyer purchases multiple products in one transaction, the seller(s) may deliver all such products together. However, this may not always be possible. If buyer purchases multiple products in a single transaction, then all the products would be dispatched to a single delivery address provided by buyer at the time of purchase. If buyer wishes to get delivery of the products to different addresses, then buyer should purchase the products under separate transactions and provide separate delivery addresses for each transaction, as may be required. Buyer agrees that the delivery of the products can be made to the person who is present at the shipping address provided by you.

6.16 In certain cases, where buyer requires certain services in relation to a product, such as warranty, after-sales or installation services, buyer shall directly contact seller or the manufacturer. However, in the event, buyer contacts nhi for the same, nhi may inform the seller to provide or facilitate the provision of such services to the buyer. Nhi is not and shall not be obliged to provide any such additional services. Nhi's role in relation to facilitating such services shall be limited to facilitating communication between buyer and the seller for the purpose of provision of such additional services.

6.17 You represent and warrant that (i) you are not located in a country that is subject to a u.s. Government embargo, or that has been designated by the u.s. Government as a "terrorist supporting" country; and (ii) you are not listed on any u.s. Government list of prohibited or restricted parties.

7. Use of content

7.1 Except as expressly indicated to the contrary in any applicable additional service terms, nhi hereby grants you a non-exclusive, revocable and non-transferable right to view, download and print product catalogues available on the website, subject to the following conditions: • You may access and use the product catalogues solely for personal, informational, and internal purposes, in accordance with these terms of use; • You may not modify or alter product catalogues available on the website; • You may not distribute or sell, rent, lease, license or otherwise make the product catalogues available on the website available to others; and • You may not remove any text, copyright or other proprietary notices contained in the product catalogues available on the website.

7.2 The rights granted to you in the product catalogues or any other materials as specified above are not applicable to the design, layout or look and feel of the website. Such elements of the website are protected by intellectual property rights and may not be copied or imitated in whole or in part.

7.3 Any software that is available on the website is the property of nhi or its vendors. You may not use, download or install any software available at the website, unless otherwise expressly permitted by the agreement or by the express written permission of nhi.

8. Intellectual property rights

8.1 The website and the processes, and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code (collectively, the "content") on the website is owned and controlled by nhi or its licensors and the design, structure, selection, coordination, expression, look and feel and arrangement of such content is protected by copyright, patent and trademark laws, and various other intellectual property rights. Through your use of the website, by no means are any rights impliedly or expressly granted to you in respect of such content. Nhi reserves the right to change or modify the content from time to time at its sole discretion.

8.2 The trademarks, logos and service marks displayed on the website ("marks") are the property of nhi or their vendors/seller or respective third parties. You are not permitted to use the marks without the prior consent of nhi, the vendor/seller or the third party that may own the marks.

8.3 Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, nhi owns all intellectual property rights to and into the trademark " nhi ", and the website, including, without limitation, any and all rights, title and interest in and to copyright, related rights, patents, utility models, designs, know-how, trade secrets and inventions (patent pending), goodwill, source code, meta tags, databases, text, content, graphics, icons, and hyperlinks.

8.4 Except as expressly provided herein, you acknowledge and agree that you shall not copy, republish, post, display, translate, transmit, reproduce or distribute any content through any medium without obtaining the necessary authorization from nhi or thirty party owner of such content.

9. Third party content

9.1 General third party information such as, product catalogues, product description and specifications, lists of dealers, reports on news, entertainment, technology and features, advertisements including videos, images and photographs of the products, links to third party websites and other data from external sources is made available on the website ("third party content"). The provision of third party content is for general informational purposes only. You acknowledge that the third party content provided to you is obtained from sources believed to be reliable or provided by the sellers in the process of advertising, exhibiting and offering to sell the products on the website. All third party content is provided on an 'as is' basis. Nhi may not own / have the rights and title to any such third party content, or provide any guarantee with respect to the accuracy, title, merchantability, non-infringement or fitness for a particular purpose of any third party content. Nhi shall not be held liable for any loss suffered by you based on your reliance on or use of such third party content.

9.2 In the event any third party content contains links to third party websites, and you visit any such external link, you agree to do so at your own risk, responsibility and liability. Nhi makes no warranty or representation regarding, and does not endorse, any website linked to the website / services or the information appearing thereon or any of the products or services described thereon.

10. Disclaimer of warranties & liability

10.1 The website, services, content, user content and any third party content are provided by nhi on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, nhi makes no warranty that (i) the website or the services will meet your requirements or your use of the website or the services will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the website or services will be effective, accurate or reliable; (iii) the quality of the website or services will meet your expectations; or that (iv) any errors or defects in the website orservices will be corrected. No advice or information, whether oral or written, obtained by you from nhi or throughthe website / contentor from use of the services shall create any warranty not expressly stated in these terms of use.

10.2 To the maximum extent permitted by applicable law, nhi will have no liability related to user contentand / or third party contentarising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Nhi also disclaims all liability with respect to the misuse, loss, modification or unavailability of any user content and / or third party content.

10.3 You expressly understand and agree that, to the maximum extent permitted by applicable law and nhi will not be liable for any loss that you may incur as a consequence of unauthorized use of your account or account information in connection with the website or any services, either with or without your knowledge. Nhi has endeavored to ensure that all the information on the website is correct, but nhi neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Nhi shall not be responsible for the delay or inability to use the website or related functionalities, the provision of or failure to provide functionalities, or for any information, software, products, functionalities and related graphics obtained through the website, or otherwise arising out of the use of the website, whether based on contract, tort, negligence, strict liability or otherwise. Further, nhi shall not be held responsible for non-availability of the website during periodic maintenance operations or any unplanned suspension of access to the website that may occur due to technical reasons or for any reason beyond nhi 's control. The user understands and agrees that any material or data downloaded or otherwise obtained through the website is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. Nhi is not responsible for any typographical error leading to an invalid coupon. Nhi accepts no liability for any errors or omissions, with respect to any information provided to you whether on behalf of itself or third parties.

11. Third party content

11.1 You agree to indemnify, defend and hold harmless nhi, its subsidiaries, affiliates, vendors, agents and their respective directors, partners, officers, employees, contractors and agents (herein after individually and collectively referred to as "indemnified parties") from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with (i) your breach of the agreement(s); or (ii) any claims made by any third party due to, or arising out of, or in connection with, your use of the website; or (iii) any claim that any third party content / content, information or materials provided by you caused damage to a third party; or (iv) your violation of any rights of another, including any intellectual property rights.

11.2 Nhi may notify you of any claims which you shall be liable to indemnify nhi against. You will then be required to consult with nhi regarding the course of action to be undertaken in defending such a claim. Further, you shall not compromise or settle any claim or admit any liability or wrongdoing on the part of nhi without the express prior written consent of nhi which can be withheld or denied or conditioned by nhi in its sole discretion.

11.3 Notwithstanding anything to contrary in the agreement(s), nhi 's entire and aggregate liability to you under and in relation to these terms of use or otherwise shall not exceed the greater of indian rupees one hundred (inr 100) or the amount of fees, if any, paid by you to nhi under the relevant order to which the cause of action for the liability relates.

11.4 Notwithstanding anything to contrary in the agreement(s), in no event shall nhi, its subsidiaries or affiliates and their respective officers, directors, employees, partners or suppliers be liable to you for any special, incidental, indirect, consequential, exemplary or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not nhi has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access to the website, services or content.

12. Terms

12.1 The agreement will continue to apply until terminated by either you or nhi as set forth below. If you want to terminate your agreement with nhi, you may do so by (i) not accessing the website; or (ii) closing your account for all of the services that you use, where nhi has made this option available to you.

12.2 You agree that nhi may, in its sole discretion and without prior notice, terminate your access to the website and block your future access to the website if nhi determines that you have violated the terms of these terms of use or any other agreement(s). You also agree that any violation by you of the agreement(s) will cause irreparable harm to nhi, for which monetary damages may be inadequate, and you consent to nhi obtaining any injunctive or equitable relief that nhi deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies nhi may have at law or in equity

12.3 In addition to clause 12.2 above, nhi may, at any time, with or without notice, terminate these terms of use (or portion thereof, such as any individual additional terms) with you if:
• Nhi is required to do so by law (for example, where the provision of the services to you is, or becomes, unlawful), or upon request by any law enforcement or other government agencies;
• The provision of the services to you by nhi is, in nhi 's opinion, no longer commercially viable;
• Nhi has elected to discontinue, with or without reason, access to the website, the services (or any part thereof); or
• In the event nhi faces any unexpected technical issues or problems that prevent the website and / or services from working.

12.4 Nhi may also terminate or suspend all or a portion of your account or access to the services with or without reason. Except as may be set forth in any additional terms applicable to a particular service, termination of your account may include: (i) removal of access to all offerings within the website or with respect to the services; (ii) disabling access to the account information, including your personal information, log-in id and password, and all related information, files and materials associated with or inside your account (or any part thereof), and any user content uploaded by you; and (iii) prohibiting further use of the services.

12.5 You agree that all terminations shall be made in nhi 's sole discretion and that nhi shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your account information), or your access to the website and services.

12.6 Notwithstanding the foregoing, these such terms of this agreement as are meant to survive termination / expiry of this agreement, will survive indefinitely unless and until nhi chooses to terminate them. Nhi may inform the sellers who have accepted your purchase orders through the website, that this agreement is terminated, and upon such information sellers may cancel the purchase order. Nhi may also cancel all your non-fulfilled orders on the website without any obligation or liability towards you.

13. Governing law and jurisdiction

13.1 These terms of use and all transactions entered into on or through the website and the relationship between you and nhi shall be governed in accordance with the laws of india without reference to conflict of laws principles.

13.2 You agree that all claims, differences and disputes arising under or in connection with or in relation hereto the website, these terms of use, the agreement(s) or any transactions entered into on or through the website or the relationship between you and nhi shall be subject to the exclusive jurisdiction of the courts at new delhi, india and you hereby accede to and accept the jurisdiction of such courts. Each party hereby irrevocably waives any objection which such party may now or hereafter have to the laying of improper venue or forum non convenient. Each party agrees that a judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. Any and all service of process and any other notice in any such suit, action or proceeding with respect to this agreement shall be effective against a party if given as provided herein

14. Report abuse and take down policy

In the event you come across any abuse or violation of these terms of use or if you become aware of any objectionable content on the website, or if you believe your intellectual property rights have been violated in any manner through the website, please report the same on info@needlehayinc.com

15. Communications

When you use the website or send emails or other data, information or communication to nhi, you agree and understand that you are communicating with nhi through electronic records and you consent to receive communications via electronic records from nhi periodically and as and when required. Nhi will communicate with you by email or by notices on website or electronic records on the website or on your mobile number which will be deemed adequate service of notice / electronic record to the maximum extent permitted under any applicable law,

16. General provisions

16.1 Notice: all notices with respect to these terms of use from nhi will be served to you by email or by general notification on the website. Any notice provided to nhi pursuant to these terms of use should be sent to info@needlehayinc.com.

16.2 Assignment: you cannot assign or otherwise transfer the agreements, or any rights granted hereunder or any obligations, to any third party and any such assignment or transfer or purported assignment or transfer shall be void ab initio. Nhi's rights and/or obligations under the agreement are freely assignable or otherwise transferable by nhi to any third parties without the requirement of seeking your prior consent. Nhi may inform you of such assignment or transfer in accordance with the notice requirements under the agreement. Nhi shall have right to transfer your account and account information to a third party who purchases nhi 's business as conducted under the website.

16.3 Severability: if, for any reason, a court of competent jurisdiction finds any provision of the agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the agreement shall continue in full force and effect. Nhi may amend in a reasonable manner such provision to make it enforceable and such amendment will be given effect in accordance with the amendment terms of these terms of use.

16.4 Waiver: any failure or delay by a party to enforce or exercise any provision of the agreement, or any related right, shall not constitute a waiver by such party of that provision or right. The exercise of one or more of a party's rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to such party under these terms of use or in law or at equity. Any waiver by a party shall only be made in writing and executed by a duly authorized officer of such party.

16.5 Principal to principal relationship: you and nhi are independent contractors, and nothing in these terms of use will be construed to create a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between you and nhi. As an abundant caution, it is clarified that nhi shall not have any right to conclude any contract for sale or purchase of products for and / or on your behalf and both you and nhi have entered this agreement on principal to principal basis.

16.6 Force majeure: if performance of any service or obligation under these terms of use or other agreement by nhi is, or other third parties in fulfillment of any purchase or sale transaction (for eg: logistics service provider, fulfillment center, payment gateways etc.) Are, prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of god, floods, lightning, severe weather, shortages of materials, rationing, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of nhi or its third parties performing such services as sub-contractor to nhi and could not have been prevented by reasonable precautions (each, a "force majeure event"), then nhi shall be excused from such performance to the extent of and during the period of such force majeure event. Nhi shall exercise all reasonable commercial efforts to continue to perform its obligations hereunder.

16.7 Grievance officer: in compliance with information technology act, 2000 and the rules made thereunder, the concerned officer of nhi for the purpose of this agreement with email address: info@needlehayinc.com. Nhi may change the aforesaid details from time to time under intimation to you.

17. Feedback and information

17.1 Any feedback you provide to this website shall be deemed to be non-confidential. Nhi shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, you represent and warrant that (i) your feedback does not contain confidential or proprietary information of you or of third parties; (ii) nhi is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) nhi may have something similar to the feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from nhi for the feedback under any circumstances.

17.2 To clarify, nhi may at its discretion, make any modifications or changes to the website, content and / or services on the basis of such feedback, however nhi shall not be obliged to do so. Further, in the event that nhi makes any changes or modifications to the website, content and / or services on the basis of any such feedback, you shall not have any rights or title (including any intellectual property rights) in such changes or modifications to the website, content and / or services. You expressly waive any and all rights in such changes or modifications to the website, content and / or services, and assign to nhi, all worldwide rights and title (including any intellectual property rights) to such changes or modifications to the website, content and / or services, in perpetuity. You hereby waive all rights under section 19(4) of the indian copyright act, 1956, or other similar provisions in laws of any jurisdiction, in relation to any such changes or modifications to the website, content and / or services.

T&C for AUCTION

NEEDLE HAY INCORPORATION, hereinafter also be known as NHI, is engaged in providing customised solutions for the Industrial requirements as B2B Solutions. NHI provides a unique platform to sell your machinery/product which may not in use for any reason / Products Manufactured but not sold for any reason etc using www.needlehayinc.com.

Sellers may list / display /show / highlight their products / products features on the online Portal www.needlehayinc.com for the auction / selling purpose, for which a fees can be charged by NHI to the participants as intended sellers and intended buyers. At the same time NHI doesn’t take the responsibility of the selling the products on behalf of the seller, at the same time for buyers NHI doesn’t take the responsibility of the quality / specifications / features of the products displayed by the seller for the auction / selling purpose. Quality check can be done by the buyer / prospective buyer by getting in touch with the seller /s directly. NHI would only be facilitator of the services mentioned.

Seller’s and Buyer’s shall discuss in detail directly before concluding the deal .NHI would not take any responsibility of rejections / deviations from the std shown / any miscommunication from the seller end / Buyer end and would not be legally / morally responsible for any issues caused then after.

A pre- defined time line / time slot for the products for display on the website would be known to the sellers prior uploading and accordingly fees would be charged. All willing buyers / registered users may also be charged with some fees.

NHI doesn’t take any responsibility for any kind of dispute, between the seller and buyer, arising of the transactions happened through www.needlehayinc.com as NHI or www.needlehayinc.com is acting only as a facilitator towards such kind of services.

Related T&C would be regularly reviewed and updated on the online portal www.needlehayinc.com , registered users are expected to read the same on regular basis.

Any kind of issues /suggestions with respect to the services offered by NHI can be shared directly with authorised persons of NHI and same can also be shared digitally /electronically on the designated mail id info@needlehayinc.com.

Policy & T&C for CONSULTANCY

Welcome to NEEDLE HAY INCORPORATION shall also be referred as NHI. NHI brings in the uniqueness in the B2B segment as providing customized solutions to the requirements arising in the Industry. At the same time NHI provides the opportunity to get the consultancy from the panel of registered members.
All are Invited !
An environment that fosters interaction and participation among its members. Members should thus feel free to express themselves. However, members should keep comments and contributions within the ambit of the Service and must comply with applicable laws and the terms of service of www.needlehayinc.com . This User Agreement (the "Agreement") describes the terms on which, NEEDLE HAY INCOPORATION referred to as ("NHI or www.needlehayinc.com") offers you an account on www.needlehayinc.com. If you have any questions about this Agreement, email at info@needlehayinc.com . Any opinions expressed by a Member are of those of the Member alone, and are not to be attributed to www.needlehayinc.com andNHI or www.needlehayinc.com cannot and does not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any Member.

1. Amendment and Addenda:

www.needlehayinc.commay amend this Agreement at any time, members in this case are requested to regularly keep a check on T&C section. www.needlehayinc.commay display amended terms to you when you log in to the site, in which case such terms shall be effective when posted by www.needlehayinc.com .

In addition, www.needlehayinc.commay offer you additional rights or services via addenda to this Agreement, which shall amend this Agreement if you choose to click through such terms.

2. Submission and ownership of Content::

a. Definition: www.needlehayinc.comallows you to post your queries / responses / reviews and opinions about products, services or other overviews, comments to other people's Opinions ("Comments") and information about yourself (your "Profile") for your profile page. Collectively, the Opinions, Reviews, Comments, Profiles.

License: You retain all ownership rights to your Content. However, by submitting Content to www.needlehayinc.com, you automatically grant to www.needlehayinc.com / NHI an exclusive, royalty-free, perpetual, irrevocable, worldwide license (a) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display such Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Rights that may exist in such Content. (b) display your Content online and offline and permit others (including without limitation www.needlehayinc.com' co-brand partners) to do the same, and (c) display portions of your Content online or offline and permit others to do the same. The constitutes your only right to compensation for the foregoing licenses. You are free to use your Content offline in any manner you choose. However, www.needlehayinc.comgets users to come to www.needlehayinc.comand your Opinions by promising users high quality content they cannot get anywhere else. In order to sustain this traffic draw, by submitting Opinions to www.needlehayinc.com, you grant to www.needlehayinc.com (and its sublicensees) the exclusive right to display your Opinions anywhere online, except the following circumstances: You may also display your Opinions on any site. www.needlehayinc.com's exclusive display rights apply even if you initially post the Opinion somewhere else online and then desire to post it to www.needlehayinc.comand then re-post it on www.needlehayinc.com.

b. Removal of Opinions: Currently, www.needlehayinc.comallows you to edit your Opinions. At any time, without further notice, www.needlehayinc.commay restrict your ability to edit or delete your Opinions

c. Standards: You agree not to provide any Content to www.needlehayinc.comthat (a) infringes any third-party intellectual property or publicity/privacy rights, (b) violates any applicable law or regulation, (c) is defamatory, obscene, child pornographic or harmful to minors, (d) contains any viruses, Trojan horses, automated computer scripts, worms, time bombs, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (e) is otherwise tortuous or criminal.

d. Content Filtering:www.needlehayinc.combelieves that users should decide what content should appear on the site and how it should be displayed. To determine the order in which opinions are presented to them. In general, www.needlehayinc.comdoes not make editorial determinations about what Content you may or may not display on the site, and of course www.needlehayinc.comDOES NOT ENDORSE OR RECOMMEND any of the opinions or ideas or comments contributed by its users. However, www.needlehayinc.compermits others to make judgments about your Content that may affect the display of your Content. Further, www.needlehayinc.commay choose to use automated software filters that may prevent you from uploading your Content or may affect its display. Finally, www.needlehayinc.commay take any actions that it deems necessary or appropriate to minimize its liability from your Content or to preserve www.needlehayinc.comrelationships with its service providers (such as its Internet access providers).

3. Your Honest Identity:

The successful functioning of www.needlehayinc.comdepends, in part, on users telling each other the truth and nothing but the truth about who they are. Thus, you may not (a) establish more than one account (even if the accounts are created using different email addresses or established through co-branded sites), (b) provide incomplete or inaccurate registration information, (c) fail to update your registration information if it changes, (d) select a Member ID deliberately intended to mislead others about your identity or that infringes a third party's intellectual property rights, (e) select a photo to identify yourself that deliberately misleads others about your identity, or (f) You may not share your account (or the associated password) with anyone else. www.needlehayinc.commay assume that all activities made using your Member ID and password are authorized by you; thus, if for any reason you suspect that your password has been compromised, you should contact once atinfo@needlehayinc.com.

4. Privacy

Because your privacy is very important to www.needlehayinc.com, the site offers you a number of choices to facilitate decisions about how you would like www.needlehayinc.comto use and disclose your personal information. By accepting this Agreement, you expressly consent to www.needlehayinc.com's disclosure and use of your personal information (including using email to communicate with you) as described in the then-current Privacy Statement, which is incorporated herein by reference.

5. Termination

www.needlehayinc.commay terminate your use of the site immediately if (a) you breach any element of this Agreement, (b) you infringe upon the intellectual property rights of a third party, or (c) www.needlehayinc.comis unable to verify any registration information you provide. Alternatively, in such circumstances, www.needlehayinc.commay take some lesser remedies, such as hiding the display of some or all of your Content or suspending your account. If you want to terminate your account, email at .info@ needlehayinc.com. NHI may choose to assume that you intended to terminate your account if you do not access it for more than 3 months. Following termination, at its sole option, www.needlehayinc.com may remove some or all of your Content from the site or leave it available for public review.

6. No Warranty

THE www.needlehayinc.com SITE AND SERVICES ARE PROVIDED "AS IS," AND www.needlehayinc.com AND ITS SUPPLIERS AND CO-BRAND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, www. eedlehayinc.com does not promise or warrant to you that any aspect of the site and system will work properly or will be available continuously.

7.1 Liability Limits:

In no event shall www.needlehayinc.com or its suppliers or co-brand partners be liable for any lost profits or special, incidental or consequential damages (however arising, including negligence) arising out of or in connection with the www.needlehayinc.comsite, its services or this agreement. Further, in no event shall www.needlehayinc.comor its suppliers or co-brand partners be liable to you for an amount greater than that of fees, if any, paid by you to www.needlehayinc.com.

7.2 Indemnity:

You release and indemnify www.needlehayinc.comand/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the users of www.needlehayinc.com and specifically waive any claims that you may have in this behalf under any applicable law. Because user authentication on the Internet is difficult, the Company cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on any www.needlehayinc.com Site, in the event that you have a dispute with one or more users, you release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

8. General

You shall comply with all laws and regulations applicable to your access and use of the site and your publication of your Content. If any portion of this Agreement is deemed unenforceable, that portion shall be enforced to the maximum extent possible and the remaining portions of the Agreement shall be given full effect. www.needlehayinc.com's failure to act in a particular circumstance does not waive the ability to act with respect to that circumstance or similar circumstances. www.needlehayinc.comshall be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement. www.needlehayinc.commay change, remove, or require registration or payment to continue use of, any aspect of the site and service at any time without further notice to you. www.needlehayinc.com's suppliers and co-brand partners are third-party beneficiaries of this Agreement. Except as provided in Section 1, this Agreement may be amended only by writing, physically signed by both www.needlehayinc.com and you.

9. Entire Agreement

This Agreement (and any addenda or statements expressly incorporated into this Agreement that you enter into) constitute the entire agreement, and supersede the provisions of any other agreements or understandings (oral or written), between the parties with respect to the subject matter of such documents. In the event of any conflict between the terms of this Agreement and an addendum, the provisions of the addendum shall control.

10. Governing Law and Arbitration

This Agreement is governed in all respects by the laws of Republic of India as such laws are applied to agreements entered into and to be performed entirely within India between Indian residents. Any controversy or claim arising out of or relating to this Agreement or the www.needlehayinc.com site shall be settled by binding arbitration in accordance with the Indian Arbitration Act 1996. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Mumbai, India and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review. Notwithstanding the foregoing, www.needlehayinc.commay seek any interim or preliminary relief from a court of competent jurisdiction in Mumbai, India. www.needlehayinc.com at its option, may bypass arbitration in cases of fraud or other crimes against itself, interference with its technical operations or violations of its rights or property.

11. Fraud

No compensation or reward system is immune from manipulation by users who are intent on getting something for nothing. Such behavior is detrimental to the entire community and, in particular, www.needlehayinc.com's most valued users who play by the rules. www.needlehayinc.comdoes not tolerate such fraudulent behavior. Thus, you may not engage in any behavior that artificially or fraudulently inflates your impression count or reputation on the site. Without limiting the foregoing, you may not use robots, scripts, or other automated processes to access any portion of the site without www.needlehayinc.com' express written permission.