Terms And Conditions For India Resellers

Terms And Conditions For India Resellers

Welcome to MarketSmith India Reseller Program. MarketSmith India is an Investment tool of William O'Neil India.

You (Reseller) agree to resell MarketSmith India Products pertaining to its subscription, workshops and other products of William O'Neil India, subject to the following India Reseller Terms and Conditions.

Reseller relationship with William O'Neil India shall be governed by and subject to the following India Reseller Terms and Conditions.

1. Definitions

   • William O'Neil India: Is a part of O'Neil Companies and a registered Investment Advisory of Indian Stock Market.
   • MarketSmith India: Is a investment tool from William O'Neil India to help people take informed trading and investment decisions.
   • Partner Program Invitation Letter (Invitation Letter) : means the letter sent by William O'Neil India describing William O'Neil India's Channel Partner Program under the India Reseller Terms and Conditions contained herein.
   • Products & Services : means products & Services offered by William O'Neil India.
   • Reseller: Reseller means an entity or person who has registered to act as a reseller through marketsmithindia.com website or send a consent email to William O'Neil India through email.



2. Engagement

   • Scope of Engagement . Reseller, after filling in the reseller registration form in marketsmithindia.com website of William O'Neil India, may resell Products & Services based on the Program and strictly in accordance with the India Reseller Terms and Conditions.
   • Formation of Contract. William O'Neil India at its sole discretion may accept Special subscription prices from the Reseller. No contract shall come into existence until the Reseller registration has been accepted and approved by William O'Neil India. On approval of the reseller registration form, the reseller will be assigned a unique reseller code to be shared with the customers of resellers.



3. Applicability & Scope of T&Cs

   • Applicability : These William O'Neil Reseller Terms and Conditions shall be valid and continue to apply to every reseller deal by William O'Neil India during the Term.
   • Scope of Transactions : During the Term, Reseller may at William O'Neil India's discretion (i) offer the Products & services of William O'Neil India and offer the same subject to these T&Cs, (ii) re-sell the Products & Services as per the guidelines communicated by William O'Neil India from time to time.
   • No Obligation : Nothing under the India Reseller terms and Conditions guarantees the Reseller being appointed as the channel partner of William O'Neil India. William O'Neil India shall exercise its sole discretion in transacting with the Reseller, and or appointing the Reseller as its channel partner.



4. Orders, Delivery and Acceptance

   • Ordering Products : William O'Neil India's obligation to sell under these T&Cs will arise only when Reseller offers, and William O'Neil India accepts, a valid subscription for Products.
   • Accepted Orders Binding : Once subscription order has been accepted by William O'Neil India, Reseller will not be entitled to cancel the subscription without the express written consent of William O'Neil India.
   • Form of Orders : Reseller must place all through MarketSmith India website marketsmithindia.com or through MarketSmith India application available at google play.



5. Payment Terms

   • Invoice and Payment Terms : Unless credit terms have been expressly agreed by William O'Neil India, payment for the Products shall be made in full before start of the premium subscription period.
   • Other Effects of Non-Payment : In addition, without waiving any other rights and remedies at law or under this T&Cs, if an invoice is overdue, William O'Neil India may (a) refuse to accept additional orders under this T&Cs; (b) terminate this T&Cs; (c) refuse to ship ordered Products; and/or (d) seek collection from Reseller, including all legal fees and other costs of collection William O'Neil India shall be entitled to deduct from any monies due to Reseller any sums owed by Reseller to William O'Neil India.



6. Non Exclusivity

   • Non-Exclusivity : Reseller acknowledges that William O'Neil India may enter into similar arrangement as contemplated hereunder or other similar arrangements with other parties for different or other business opportunities.
   • Non-Exclusivity : Reseller acknowledges that William O'Neil India may enter into similar arrangement as contemplated hereunder or other similar arrangements with other parties for different or other business opportunities.



7. Relationship of the Parties

   • Independent Contractor : William O'Neil India and Reseller are independent contractors. Neither Party will make any warranties or representations or assume any obligations on the other Party's behalf. Neither Party is / nor will claim to be a legal representative, Reseller, franchisee, agent or employee of the other Party. Reseller shall neither bind nor purport to bind William O'Neil India to any obligation or expose William O'Neil India to any liability. Reseller will not register with any authority or organization as agent or representative of William O'Neil India without William O'Neil India's prior written consent.
   • Assignment : Reseller shall not be entitled to assign or subcontract any of its rights or obligations under these T&Cs or appoint any sub-Reseller or agent to perform such obligations except with the prior written consent of William O'Neil India.



8. Indemnities

   • Indemnification : Reseller shall indemnify William O'Neil India against all claims damages and liabilities which William O'Neil India may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of the following without limitation.
   • Negligent acts of omission or commission, recklessness or willful misconduct of Reseller or its agents, employees, or contractors in the performance of any of its obligations.
   • Any misrepresentations regarding Products.
   • Any unauthorised action or omission of Reseller or its employees.
   • Breach of any of the terms and conditions contained in these T&Cs.
   • The manner in which Reseller undertakes fulfillment of the scope of T&Cs.
   • Any breach or alleged breach of any applicable laws or regulations or generally accepted code of ethical standards and conduct, relating to performance of scope of T&Cs.
   • Neglect to follow any recommendations made by William O'Neil India relating to scope of T&Cs.
   • Any act or omission by the Reseller that brings William O'Neil India's name and its Brand to disrepute.
   • Any breach or alleged breach of Government rules and regulations with regard to any tendering and procurement process.
   • Reseller's modifications of and/or additions to the Products infringing on, misappropriating or otherwise violating the Intellectual Property of a third party.
   • Actions against William O'Neil India by Reseller's customers.
   • Claims Procedure : If any claim is made against either party for which indemnification is sought under this Clause, the indemnified party shall consult with the other and, subject to being secured to its reasonable satisfaction, shall co-operate with the other in relation to any reasonable request made by the other in respect of such claim.



9. Limitation of Liability

   • William O'Neil India does not exclude liability for death or personal injury caused by its negligence.
   • The express terms of this T&Cs are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage and course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
   • William O'Neil India's total liability under this Agreement shall not exceed the total dollar amount of Products purchased by Reseller pursuant to this Agreement during the twelve months immediately preceding the date William O'Neil India is notified by Reseller of any claim or liability.
   • William O'Neil India shall not be liable or responsible for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. William O'Neil India shall not be liable for any incidental, indirect, special or consequential damages whatsoever, including, but not limited to, loss of profits, revenue, anticipated savings, or indirect or consequential loss or damage, whether arising from negligence, breach of contract or any other course of action arising out of the subject matter of this T&Cs or resulting from misrepresentation of facts and data by the reseller, even if William O'Neil India has been advised, knew of or should have known of the possibility thereof. Reseller further agrees that it shall include in all agreements selling, leasing, or transferring ownership of the products, a provision similar to the above disclaiming as to William O'Neil India's liability for incidental, indirect, special, or consequential damages.



10. Confidentiality

    • Definition of Confidential Information : Confidential information is any and all current and future Product information, roadmap, technical or financial information, Customer names, addresses and related data, contracts, practices, procedures and other business information, including reports, strategies, plans, documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, or information which by its nature is clearly confidential, however and wherever acquired (Confidential Information). Confidential Information excludes any information which was (1) known to the recipient party (Recipient) before receipt from the disclosing party; (2) publicly available through no fault of recipient; (3) rightly received by Recipient from a third party without a duty of confidentiality; (4) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (5) independently developed by Recipient without breach of this or any other confidentiality agreements; or (6) disclosed by Recipient after prior written approval from the disclosing party.
    • Obligations of Confidentiality and Remedies : Recipient will protect, for a period of three (3) years from the date of disclosure, the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. The disclosure of Confidential Information required by a government body or court of law is not a violation of this Clause if the Recipient gives prompt notice of the required disclosure to the disclosing Party.
    • Obligations under law : Should one party be compelled by law or be required to act in compliance with the legal requirement of a governmental agency to disclose the Confidential Information that party shall provide the other with reasonable notice of any disclosure and comply with any reasonable instructions as to such disclosure.
    • Return of other party's Confidential Information : Upon any termination of these T&Cs, each party will promptly return to the other party all Confidential Information of the other party in its possession or control (including all media or physical evidence thereof).
    • Accidental Disclosure : In the case of accidental or inadvertent disclosure by the Reseller, the Reseller shall promptly notify to William O'Neil India and inform William O'Neil India of the steps taken to prevent misuse or further disclosure.
    • Exclusions : Reseller expressly agrees that nothing herein shall prevent William O'Neil India as it sees fit in its sole discretion from disclosing relevant financial information (whether or not such information includes Confidential Information) to credit reference agencies, suppliers, banks or any other interested third parties.
    • Survival : Notwithstanding anything elsewhere in this T&Cs, the provisions of this Clause shall survive the termination or expiry of these T&Cs.



11. Publicity, Trademarks, Retention of Intellectual Property Rights and Advertising

    • Publicity : Reseller may not publicly release any information relating to these T&Cs, including the existence of these T&Cs, the Products, without first receiving William O'Neil India's prior written approval.
    • Trademarks : Reseller agrees not to alter, obscure, remove, interfere with or add to any of the trade or service marks, trade names, markings or notices affixed to any of the Products, to the Product packaging or to the documentation delivered together with the Products.
    • Retention of Intellectual Property Rights : All Intellectual Property rights in the Products & Services shall at all time remain vested in William O'Neil India or the third party licensor, regardless of any references or usages to the contrary in these T&Cs or the Program. Reseller shall not get any interest in any trademark, logo or trade name, patent right, model right or copyright, belonging or licensed to William O'Neil India, its parent or associated companies, pursuant to anything contained in these T&Cs, and the Reseller shall also not register any of the aforementioned industrial and intellectual property rights with any governmental authority or official agency. Reseller may not use any of William O'Neil India's Intellectual Property including but not limited to name, marks or logo in any manner without the express written permission of William O'Neil India.
    • Indemnity : Reseller shall, in accordance with the indemnification provisions of these T&Cs, indemnify, defend and hold William O'Neil India harmless from any and all damages that accrue to William O'Neil India due to Reseller's failure to comply with the provisions in this T&Cs.



12. Compliance

    • General Regulatory Compliance : Reseller represents warrants and undertakes to William O'Neil India that it will, at its own expense, comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this T&Cs including all laws relating to personal data and privacy. If requested by William O'Neil India, Reseller will furnish to William O'Neil India any information required to enable William O'Neil India to comply with applicable laws and regulations related to Products.
    • Import/Export Compliance : Reseller acknowledges that the purchased Products & Services licensed or sold under this Agreement, which may include technology and software, are subject to the Customs and export control laws and regulations of India and the United States ("U.S.") and may also be subject to the Customs and export laws and regulations of the country in which the products are manufactured and/or received. For any authorized resale under this Agreement, Reseller acknowledges that it is Reseller's sole responsibility to comply with those laws and regulations and agrees to fully abide by those laws and regulations.
    • Illegal or Unethical Practices : Reseller shall not by itself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of products & services or William O'Neil India or any of its affiliate companies or other practices, which may be detrimental to products or William O'Neil India.



13. Reseller Obligations

    • Inspections and Audits : Reseller shall permit William O'Neil India and its authorised agents at all reasonable times to enter any of Reseller's premises and to audit Reseller's documentary records and books for the purpose of ascertaining that Reseller is complying with its obligations under these T&Cs, including compliance with other marketing activities support by William O'Neil India that may occur from time to time. William O'Neil India will pay the costs of such audits except where, in the reasonable sole discretion of William O'Neil India, any non-compliance by Reseller is discovered, in which case Reseller agrees to be responsible for all reasonable costs.



14. Representations and Warranties

    Reseller represents and warrants:
    • That it is not entering into the T&Cs as an officer, employee, or agent of any other entity or individual.
    • That in performing its obligations under the T&Cs it will not represent or appear on behalf of William O'Neil India before any agency, body or authority of the Government for any purposes whatsoever.
    • It has the necessary ability and experience to carry out the obligations assumed by it under these T&Cs and that by virtue of entering into these T&Cs it is not and will not be in breach of any express or implied obligation to any third party binding upon it.



15. Other Terms

    • Forbearance and Waiver. No forbearance, delay or indulgence by either party in enforcing the provisions herein shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power, or remedy herein conferred upon or reserved for either party, is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative, unless where otherwise expressly stipulated in this T&Cs. No waiver of any term is valid unless it is in writing and signed by an authorised person of the party charged with the waiver. A waiver is valid for the specific situation for which it was sought. All remedies provided for in this T&Cs are cumulative and in addition to and not in lieu of any other remedies available to either party at law in equity or otherwise.
    • Governing law & Jurisdiction. This T&Cs shall be governed by and construed in accordance with the laws of India and shall be subject to the non-exclusive jurisdiction of the Bangalore courts.
    • Assignment. This T&Cs shall not be assigned by Reseller in whole or in part, without the express written permission of William O'Neil India. Any attempt to assign this T&Cs without William O'Neil India's written consent will render this T&Cs null and void.
    • Force Majeure. Neither Party shall be liable to the other Party for any failure to perform any of its obligations under this T&Cs during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority.
    • Severability. If any provision of this T&Cs is held to be illegal, invalid or unenforceable by any law, rule, order or regulation of any government, or any competent court of law such invalidity shall not affect the enforceability of any other provisions not held to be invalid.