Misiki Partner Agreement
This agreement is between Misiki Technologies LLP (hereinafter “Company”) having its physical
place of business C/12, Kuarmunda, Sundergarh, Odisha, India 770039 and registered reseller
who has signed up on
- 1.01 Whereas the Company (develops, owns, markets, licenses, engaged in the design,
manufacture, sale and servicing) of E-Commerce Stores through Misiki Platform (the
- 1.02 And whereas the Company and the Partner desire to enter into this Agreement upon the
following terms and conditions whereby the Partner will have a non-exclusive right to
(sell, market, distribute) the Product.
- NOW THEREFORE in consideration of the mutual promises and commitments contained in this
Agreement, and other good and valuable consideration, the Parties agree as follows:
II. RIGHTS AND OBLIGATIONS
- 2.01 The Partner shall have the non-exclusive, non-transferable and revocable right to
(purchase, sell, market and lease) the Product purchased from the Company, subject to the
terms and conditions of this Agreement. All purchases by the Partner from the Company
shall be final.
- 2.02 The Partner shall not sell, directly or indirectly or deliver any Product to any
country or person or company where any applicable laws or regulations would prohibit
delivery of such Product.
- 2.03 The Partner shall use its commercially reasonable efforts to (sell, distribute,
market, and lease) the Product using creative methods provided by the company. The Partner
shall conduct its business activities in connection with the (sale, distribution,
marketing, and leasing) of the Product in a manner that will not harm or Damage the
reputation of the Company or the Product. The partner shall use the creative methods
provided by the company for the promotion of the company only, and not for any other firm
or enterprise in any manner.
- 2.04 The Partner shall use the Company’s identifying logo or trademark or any other of the
Company’s identifying marks, and patent markings, in connection with the (sale,
distribution, marketing, and leasing) of the Product in all marketing, sales or
promotional material, including but not limited to, flyers and website advertising or
- 2.05 The Partner hereby acknowledges that by entering into this Agreement with the Company
as a partner of the Product, the Partner is designated as a non-exclusive partner of the
Product and the Company reserves the right to appoint additional partners, or sales
representatives or distributors for the Products at any time during or following the term
of this Agreement.
- 2.06 The Partner shall be responsible for all of its own expenses and employees in
association with the (sale, distribution, marketing, and leasing) of the Product. The
Partner shall at its sole expense, hire and train all employees and/or independent
contractors, consultants and sales persons that it may require to carry out its
obligations under this Agreement, and the Partner hereby agrees that it will not incur any
expense, save and expect any expenses that may be agreed to by the Company and the Partner
- 2.07 The Partner shall have the right to create and distribute any and all-promotional
materials for the Product, provided that such promotional materials will contain the
Company’s logo or identifying mark. The Company hereby agrees that the Partner shall be
permitted to modify any promotional material provided by the Company; however, any such
modified material may only be used in connection with the Product and it will be subject
to prior permission of the Company.
- 2.08 The Partner hereby agrees that the Company shall retain all right and title to any
copyrights, trademarks, or other intellectual property contained in the material provided
to the Partner.
- 2.09 The Company may, but is not obligated to, provide Partner with suggested retail
prices for the resale of the Product. However, the Partner is under no obligation to use
- 2.10 The Partner shall take prior permission from the company to send e-mail marketing
materials about company and if the permission is granted the messages must comply with all
the laws about this type of marketing prevailing at that time.
- 2.11 The partner shall not engage in any illegal or aggressive marketing techniques on
behalf of Company. The partner shall not make any false or misleading statements about
company or represent anything that could cause harm to the credibility of the company.
- 2.12 By opting for our products and services you agree to receive newsletters and other
promotional content from Misiki Innovations.
- 2.14 The partner and the company shall terminate/cancel this agreement at any time by
issuing one month prior notice. Notice will be considered to be as sent, on the day it is
emailed or 2 days after it is given to a courier, or 5 days after it is placed in the
mail. However, if there is fraud, misrepresentation, any unlawful or any other
unacceptable behavior by the partner, the company can terminate/cancel the agreement
without notice. In the event of the termination of this agreement, all creative material
has to be returned to Company and it has to be removed from all partner’s websites.
- 2.15 The intellectual property that the partner has access to belongs entirely to the
company. The company owns the mark entirely and the partner shall not use it in any manner
for anything unlawful. The company and the partner shall agree to use confidential
information only to perform the obligations of this agreement. All the confidential
information must be protected and respected by both the parties to this agreement.
- 2.16 The company shall have limited liability in regard to the platform and its
obligations under the contract. The company makes no warranties about the platform or the
company's ability to satisfy the needs of the customers. In the event of an outstanding
liability owed to the partner, the company will not provide more than what was paid to the
partner 6 months prior to the event.
- 2.17 The partner shall cover all costs associated with a claim made against the company if
it is caused due to negligence, misconduct or breach of contract or due to any act on the
part of the partner. The company will notify the partner if any of the above claims occur
and may choose to assist in the defence.
- 2.18 The Company and the partner shall be considered to be independent contractors and are
not agents of each other. In case something serious happens outside the control of either
the company or the partner, company will be indemnified from performance of
duties/liabilities associated with this event by the partner.
- 2.19 The provisions of this agreement, if not enforced by the company will not amount to
waiving such rights from that provision. This is a complete agreement and replaces all
previous agreements entered by the parties.
- 2.20 JURISDICTION CLAUSE: This agreement adheres by the laws, rules, and regulations of
India. In the event of any dispute between the parties, Indian Courts will only have
jurisdiction to settle the issues where the trial shall take place.
- 2.21 The company has the power to amend or delete any sections of the terms and conditions
of this agreement, subject to condition that a 60 days notice is issued to the partner.
The partner in no way whatsoever can bypass Company’s API restrictions.
- 2.22 The partner shall not buy any search engine advertising or domain names that mention
“StoreMisiki” in any way. The partner shall comply with all laws that apply to them at the
relevant time. The partner shall keep the company informed about leads and liabilities
relating to the company.
III. TERMS AND CONDITIONS
- 3.01 The Company and the Partner hereby agree that the Partner shall submit to the
- Company a purchase order for all Product ordered by the Partner from the Company.
- 3.02 The Partner hereby agrefes that any purchase orders submitted by the Partner to the
Company, shall confirm the terms and conditions of this Partner’s agreement.
- 3.03 The Company and the Partner hereby agree that any additional terms or conditions
contained in any purchase order, or other communication between the Parties hereto, shall
not be binding on either party unless such additional terms and conditions are accepted
and admitted in writing by both parties to this agreement.
- 3.04 The Company and the Partner hereby agree that any purchase orders placed by the
Partner for the Product shall not be binding on either party, until such time the purchase
order is accepted by the Company.