Vendor Terms

Effective Date: 1 Dec 2024 These Vendor Terms and Conditions ("Agreement") govern the relationship between Vaapal Pvt. Ltd. ("Vaapal", "we", "us", or "our") and any vendor or third-party service provider ("Vendor", "you", or "your") that provides products, services, or content to be integrated into or used on Vaapal’s platform, website, or applications (collectively, the "Service"). By agreeing to supply products or services to Vaapal or otherwise engaging with Vaapal as a vendor, you agree to comply with and be bound by these Vendor Terms and Conditions. If you do not agree to these terms, you may not enter into or continue any business relationship with Vaapal. 1. Vendor Relationship Vaapal engages Vendors to supply products, services, or content that enhances the functionality, offerings, and user experience of Vaapal's platform and services. This Agreement applies to all interactions between Vaapal and Vendor, including but not limited to the provision of marketing tools, AI services, software, hardware, customer support services, or any other products or services provided by Vendor. 2. Scope of Services The specific scope of the Vendor's services, including the type of products or services to be provided, the deliverables, timelines, and payment terms, will be outlined in separate Service Agreements, Statements of Work ("SOW"), or Purchase Orders ("PO") issued by Vaapal. Products and Services: Vendor agrees to provide the agreed-upon products or services that meet the specifications, quality standards, and requirements set forth by Vaapal. Delivery: Vendor shall ensure timely delivery of all products or services according to the delivery schedules outlined in the relevant agreements. Vendor must notify Vaapal promptly of any delays or issues that may affect the delivery timeline. Quality Standards: All products or services provided by Vendor must conform to the quality standards and specifications agreed upon by both parties. Any products or services found to be defective or not meeting these standards must be replaced or corrected at Vendor's expense. 3. Payment Terms Payment terms for products and services provided by the Vendor will be determined on a case-by-case basis, depending on the specific agreement or contract between Vaapal and the Vendor. Invoicing: Vendor will submit invoices to Vaapal in accordance with the payment terms outlined in the SOW, PO, or other agreements. Payment Schedule: Unless otherwise specified, payment will be made within [X] days from the date of receipt of a correct and undisputed invoice. Currency: All payments will be made in [Currency] unless otherwise agreed upon. Taxes: The Vendor is responsible for any and all taxes related to the provision of the products or services under this Agreement, including sales tax, VAT, and other taxes as applicable. 4. Confidentiality and Data Security Both Vaapal and the Vendor acknowledge the importance of confidentiality and data security when sharing sensitive information. Confidential Information: Both parties agree to treat all non-public, confidential, and proprietary information ("Confidential Information") exchanged during the course of this Agreement as confidential and not to disclose or use it for any purpose other than the performance of this Agreement. This includes any data, trade secrets, pricing information, client lists, or technical specifications. Data Security: Vendor agrees to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) or any similar local or international data protection regulations. Vendor will implement appropriate technical and organizational measures to protect any personal data shared by Vaapal or its users. 5. Intellectual Property Ownership of Work: Unless otherwise specified in the SOW or PO, any intellectual property developed or created by the Vendor during the course of providing services (e.g., software, marketing materials, tools) will be the property of Vaapal. The Vendor hereby assigns all rights, titles, and interest in such intellectual property to Vaapal. Licenses: If the Vendor provides any pre-existing intellectual property (such as proprietary software or tools) as part of their services, the Vendor grants Vaapal a non-exclusive, royalty-free, worldwide license to use that intellectual property solely for the purpose outlined in the relevant agreement. Indemnification for Infringement: Vendor warrants that the products or services provided do not infringe on any third-party intellectual property rights. Vendor agrees to indemnify and hold Vaapal harmless from any claims, damages, or expenses arising from an infringement of third-party intellectual property. 6. Warranties and Representations Vendor represents and warrants that: Compliance: Vendor will comply with all applicable laws, regulations, and industry standards in providing products and services to Vaapal. Quality: All products and services delivered to Vaapal will meet the specifications, standards, and quality agreed upon in the relevant contracts or agreements. No Conflicts: Vendor’s performance under this Agreement will not violate or conflict with any other agreement or obligation to which Vendor is bound. No Harmful Code: Vendor’s products and services will be free from viruses, malware, or other harmful components that could damage or disrupt the Service or the systems of Vaapal. 7. Term and Termination Term: This Agreement will begin on the Effective Date and will continue until terminated by either party in accordance with the termination provisions outlined below. Termination for Convenience: Either party may terminate this Agreement for convenience by providing [X] days written notice to the other party. Termination for Cause: Vaapal may terminate this Agreement immediately if the Vendor breaches any material provision of this Agreement and fails to cure such breach within [X] days after receiving written notice from Vaapal. Effect of Termination: Upon termination, the Vendor will immediately cease providing products and services to Vaapal, and any outstanding payments due will become immediately payable. Both parties will return any Confidential Information or intellectual property provided by the other party. 8. Indemnification Vendor agrees to indemnify, defend, and hold harmless Vaapal, its affiliates, employees, agents, and clients from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of: Any violation of applicable laws by the Vendor. Any breach of Vendor’s representations or warranties under this Agreement. Any claims of intellectual property infringement or misappropriation related to the products or services provided by the Vendor. 9. Limitation of Liability Direct Damages: Vaapal’s liability for any direct damages arising out of this Agreement will be limited to the total amount paid by Vaapal to the Vendor for the specific product or service involved in the dispute. Exclusion of Indirect Damages: Neither party will be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or data, arising out of the use or inability to use the products or services, even if the party has been advised of the possibility of such damages. 10. Governing Law and Dispute Resolution This Agreement will be governed by and construed in accordance with the laws of [Your Country/State], without regard to its conflict of laws principles. Dispute Resolution: Any disputes or claims arising from this Agreement will first be attempted to be resolved through good faith negotiations. If the dispute cannot be resolved within [X] days, either party may seek resolution through mediation or arbitration. Jurisdiction: The competent courts of [City, Country] will have exclusive jurisdiction to resolve any disputes not settled by arbitration. 11. Miscellaneous Force Majeure: Neither party will be liable for any delay or failure in performance due to events beyond its reasonable control, such as natural disasters, war, or government actions. Entire Agreement: This Agreement, along with any SOWs or POs issued, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral. Amendments: Any amendments to this Agreement must be made in writing and signed by both parties. Assignment: The Vendor may not assign or subcontract its rights or obligations under this Agreement without prior written consent from Vaapal. 12. Contact Information For any questions or concerns related to this Agreement, please contact: Email: [email protected] Phone: +31 6-41112527 Website: www.vaapal.com Address: 405,406-Fourth Floor, Pramukh Tangent, Sargasan Cross Road, Gandhinager-382421