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Terms Of Use
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
Welcome to Santhai.Market! These Terms of Use outline the terms and conditions governing your access to and use of the websites, mobile sites, applications, and other platforms owned, operated, branded, or provided by Santhai (as defined below). This includes the Santhai e-commerce platform and related services, such as the web and mobile-optimized versions of the websites identified by the URLs “Santhai.Market,” “Santhai.ca,” and their sub-domains (collectively referred to as the “Sites”), as well as the mobile applications associated with the Santhai e-commerce platform. By accessing or using the Sites, you acknowledge and agree to be bound by a legally binding agreement with Santhai, Inc. (referred to as “you,” “your,” or “User” hereinafter) as the contracting entity.
1. Application and Acceptance of the Terms
1.1 Your access to and use of the Sites, as well as Santhai’s services, software, and products available through the Sites (collectively referred to as the “Services” herein), are governed by the terms and conditions outlined in this document. This includes the platforms described in clause 7.1, the Santhai Privacy Policy (defined in clause 3.3 below), the Santhai Product Listing Policy, and any other rules or policies published on the Sites by Santhai from time to time. Together, this document and such rules and policies are referred to as the “Terms”. By accessing or using the Sites and/or Services, you acknowledge and agree to accept and be bound by the Terms. If you do not agree to all the Terms, please refrain from accessing or using the Sites or Services.
1.2 You are not permitted to access or use the Services or the Sites, nor can you accept the Terms, if:
(a) you are not of legal age to enter into a binding contract with Santhai, or
(b) you are prohibited from receiving any Services under the laws of the country or region where you reside or from which you access and use the Services and the Sites.
1.3 Santhai reserves the right to modify the Terms at any time by publishing the updated Terms on the Sites. Your continued access to or use of the Services or the Sites signifies your agreement to be bound by the revised Terms.
1.4 N/A
1.5 You may need to enter into separate agreement(s), either online or offline, with Santhai or its affiliates for specific Services or features within the Services (each referred to as an “Additional Agreement”). In the event of any conflict or inconsistency between these Terms and an Additional Agreement, the Additional Agreement will prevail, but only with respect to the specific Service or feature it governs.
1.6 The Terms can only be modified by a written agreement signed by an authorized officer of Santhai.
2. Provision of Services
2.1 N/A
2.2 To access and use certain Services, you must register as a member on the Sites. Additionally, Santhai reserves the right, at its discretion and without prior notice, to limit access to or use of specific Services (or features within those Services) to paying Users, or impose other conditions as deemed necessary.
2.3 Services (or any features within the Services) may differ across regions and countries. No warranty or representation is made that a specific Service, feature, or function, or the same type and extent of Service, features, and functions, will be available to all Users. Santhai reserves the right, at its sole discretion, to limit, deny, or provide varying levels of access to and use of any Services (or features within the Services) for different Users.
2.4 Santhai may introduce, modify, upgrade, impose conditions on, suspend, or discontinue any Services (or features within the Services) without prior notice. However, for fee-based Services, such changes will not significantly impact the ability of paying Users to access and enjoy the Service.
2.5 Certain Services (or parts thereof) may be delivered by Santhai’s affiliates on behalf of Santhai.
2.6 Promotion Services provided by Santhai under these Terms include:
(a) Top Ranking and Sponsored Listing;
(b) services designed to benefit, promote, or support the User’s business, brand, product, store, logo, trademark, service mark, User Content (as defined in clause 3.7 of the Terms), and/or derivative works based on User Content. These services may be delivered via software, applications, tools, browser extensions, or platforms operated or controlled by Santhai (“Santhai Channels”), as well as through software, applications, platforms, websites, or other media operated or controlled by third parties (“Third Party Channels”); and
(c) any other services announced by Santhai from time to time.
Santhai reserves the sole discretion to determine whether the Promotion Services, or any portion thereof, will be made available to you.
3. Users Generally
3.1 As a condition of accessing and using the Sites or Services, you agree to comply with all applicable laws and regulations at all times.
3.2 You agree that:
(a) You will not copy, reproduce, download, republish, sell, distribute, or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases, listings, or other materials available on or through the Sites (the “Site Content”), and
(b) You will not copy, reproduce, download, compile, or otherwise use any Site Content for the purpose of operating a business that competes with Santhai or for any other form of commercial exploitation.
The systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database, or directory—whether through automated methods such as robots and spiders or through manual processes—without Santhai’s written permission is strictly prohibited. Any use of content or materials from the Sites for purposes not expressly permitted in the Terms is also prohibited.
3.3 You are required to review the following documents, which govern the protection and use of personal information of Users held by Santhai and its affiliates:
• For Users accessing or using Sites related to the Santhai e-commerce platforms, the Santhai Privacy Policy (the “Privacy Policy”).
• Sellers must also comply with the applicable Sellers Security Requirements to ensure the protection and proper use of buyers’ personal information.
3.4 Santhai may provide Users with access to content, products, or services offered by third parties through hyperlinks (including text links, banners, and channels), APIs, or other means that redirect to third-party websites. You are advised to review the terms and conditions and privacy policies of such websites before using them. You acknowledge that Santhai has no control over these third-party websites, does not monitor them, and bears no responsibility or liability for their content, products, or services made available on or through them.
3.5 You agree not to engage in any actions that could compromise the integrity of Santhai’s computer systems or networks, or those of any other User, nor attempt to gain unauthorized access to such systems or networks.
3.6 You agree not to take any actions that could compromise the integrity of Santhai’s feedback system, including but not limited to, leaving positive feedback for yourself using secondary Member IDs or third parties, or posting unsubstantiated negative feedback about another User.
3.7 When you post or display any logos, trademarks, service marks, brands, descriptions/information in product listings, or any other information, content, or material on the Sites (collectively referred to as “User Content”), or when you provide any User Content to Santhai, its affiliates, or their respective representatives, you grant, to the extent permitted under applicable laws, an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Santhai, its affiliates, and their representatives. This license allows them to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works from, remove any part of (including, without limitation, any watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology, whether currently known or developed in the future. This use may take place on the Sites, Santhai Channels, and/or Third Party Channels for any purpose that may be directly or indirectly beneficial to Santhai, the operation of the Sites, the provision of Services and Promotion Services, and/or the business of the User.
You confirm and warrant to Santhai that you possess all the rights, power, and authority necessary to grant this license and that the User Content, as well as its use by Santhai and/or its affiliates (including derivative works), does not infringe or violate any Third Party Rights (as defined in clause 5.4). To the fullest extent permitted by law, you waive your right to enforce any Intellectual Property Rights in the User Content against Santhai, its affiliates, assignees, or sub-licensees regarding the use of such User Content in connection with the Services. Any information protected under data protection laws will be used and retained in compliance with those laws
4. Member Accounts
4.1 To access or use certain Services, a User must be registered on the Sites (a registered User is hereinafter referred to as a “Member”). Unless approved by Santhai, each User is permitted to register only one member account on the Sites. If Santhai has reason to suspect that a User has simultaneously registered or is managing multiple Member accounts, Santhai reserves the right to cancel or terminate the User’s member account. Additionally, Santhai may reject a User’s registration application for any reason.
4.2 Upon registering on the Sites, Santhai will assign an account and provide a Member ID along with a password (the latter chosen by the User during registration). Each account may include a web-based email account with limited storage capacity for the Member to send and receive emails.
4.3 Each Member ID and password is unique to a single account. The Member is solely responsible for maintaining the confidentiality and security of their Member ID and password, as well as for all activities and usage under their account, whether authorized or not. No Member is permitted to share, assign, or allow the use of their Member account, ID, or password by another person, including individuals within the Member’s own business entity (if applicable). The Member agrees to notify Santhai immediately upon discovering any unauthorized use of their password or account or any other security breach related to their account.
4.4 The Member agrees that all use of the Sites and Services, as well as all activities occurring under their account (including, but not limited to, posting company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making payments for any services, sending emails using the email account, or sending SMS), will be considered as authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use“), may cause irreparable harm to Santhai or other Users of the Sites. MEMBER SHALL INDEMNIFY Santhai, OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AGAINST ANY LOSS OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) SUFFERED AS A RESULT OF THE MULTIPLE USE OF YOUR ACCOUNT. MEMBER ALSO AGREES THAT IN CASE OF THE MULTIPLE USE OF YOUR ACCOUNT OR MEMBER’S FAILURE TO MAINTAIN THE SECURITY OF YOUR ACCOUNT, Santhai SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM SUCH A BREACH AND SHALL HAVE THE RIGHT TO SUSPEND OR TERMINATE MEMBER’S ACCOUNT WITHOUT LIABILITY TO THE MEMBER.
5. Member's Responsibilities
5.1 Each Member affirms, guarantees, and agrees that
(a) you possess full authority to accept the Terms, grant the necessary licenses and authorizations, and fulfill the obligations outlined here;
(b) your access and use of the Sites and Services will be exclusively for business-related purposes; and
(c) for Members who are business entities, the address provided during registration will be considered the primary business location of your organization. For the purposes of this clause, any branch or liaison office will not be regarded as an independent entity, and the principal place of business will be considered the address of your headquarters.
5.2 During the registration process on the Sites, Members will be required to provide information or materials related to their entity, business, or products/services in order to gain access to and use any Service or member account. Each Member affirms, guarantees, and agrees that
(a) all such information and materials, whether submitted during the registration process or at any time thereafter while using the Sites or Service, are true, accurate, up-to-date, and complete, and
(b) you will promptly update and maintain all information and materials to ensure they remain true, accurate, current, and complete.
5.3 BY BECOMING A MEMBER, YOU CONSENT TO HAVING YOUR CONTACT INFORMATION INCLUDED IN OUR DATABASE AND AUTHORIZE Santhai AND OUR AFFILIATES TO SHARE YOUR CONTACT INFORMATION WITH OTHER USERS OR OTHERWISE USE YOUR PERSONAL INFORMATION AS PER THE PRIVACY POLICY.
5.4 Each Member affirms, guarantees, and agrees that:
(a) you are solely responsible for securing all required third-party licenses and permissions for any user content you submit, post, or display;
(b) the user content you provide does not infringe upon or violate any copyrights, patents, trademarks, trade names, trade secrets, or other personal or proprietary rights of any third party (“Third Party Rights“);
(c) you have the legal right and authority to sell, trade, distribute, or export, or to offer for sale, trade, distribute, or export, the products or services described in the user content, ensuring that such actions do not infringe upon any third Party Right; and
(d) neither you nor any associated individuals have been banned or removed from major e-commerce platforms or involved in the sale of counterfeit or pirated goods online.
5.5 Each Member also represents, warrants, and agrees that any User Content submitted, posted, or displayed shall:
(a) be truthful, accurate, complete, and lawful;
(b) not be false, misleading, or deceptive in any way;
(c) not contain any information that is defamatory, libelous, threatening, harassing, obscene, offensive, objectionable, sexually explicit, or harmful to minors;
(d) not include any content that is discriminatory or promotes discrimination based on factors such as race, gender, religion, nationality, disability, sexual orientation, or age;
(e) not violate the Santhai Product Listing Policy, any other Terms, or applicable additional agreements;
(f) not breach any relevant laws or regulations, including but not limited to those concerning export control, consumer protection, unfair competition, price manipulation, or false advertising, nor promote any activities that would result in such violations; and
(g) not contain links, whether directly or indirectly, to any external websites that feature content that may violate these Terms.
5.6 Each Member further represents, warrants, and agrees that you shall:
(a) conduct all activities on the Sites in full compliance with applicable laws and regulations;
(b) engage in business transactions with other users of the Sites in good faith;
(c) operate in accordance with the Terms and any relevant additional agreements;
(d) not use the services or sites to commit fraud against any person or entity, including but not limited to selling stolen goods or using stolen credit/debit cards;
(e) not impersonate any person or entity, or misrepresent your identity or affiliation with any person or organization;
(f) refrain from engaging in spamming or phishing activities;
(g) refrain from participating in any illegal activities, including but not limited to those that may result in criminal charges, civil liability, or any other legal consequences, and avoid encouraging or assisting others in engaging in such unlawful acts;
(h) not attempt to copy, reproduce, exploit, or misappropriate Santhai’s proprietary directories, databases, or listings;
(i) not introduce or distribute computer viruses or any other malicious code intended to damage, disrupt, intercept, or compromise software, hardware, data, or personal information;
(j) not engage in activities that attempt to compromise the integrity of Santhai’s data, systems, or networks, or gain unauthorized access to them;
(k) ensure that neither you nor your directors, officers, controlling party/ies, affiliates, or the jurisdictions in which you operate are subject to any economic or fraud-related sanctions imposed by governmental, international, or regulatory entities; and
(l) not engage in any actions that could create liability for Santhai or its affiliates.
5.7 A Member shall not utilize the Sites, Services, or their member account to conduct activities that are identical or similar to Santhai’s e-commerce marketplace business.
5.8 If a Member provides a business referee, the Member represents, warrants, and agrees that they have obtained all necessary consents, approvals, and waivers from the referee to:
(a) act as the Member’s business referee;
(b) post and publish the referee’s contact details, information, reference letters, and comments on their behalf; and
(c) permit third parties to contact the referee to verify claims or statements made about the Member. Furthermore, the Member warrants and agrees that all reference letters and comments provided are true and accurate, and third parties may contact the business referee without requiring further consent from the Member.
5.9 The Member agrees to furnish all necessary information, materials, and approvals and to provide reasonable assistance and cooperation required for Santhai to deliver the Services, assess potential breaches of the Terms by the Member, and address any complaints lodged against them. If the Member fails to fulfill these obligations, leading to a delay, suspension, or termination of any Service, Santhai shall not be required to extend the relevant service period or be held liable for any loss or damages resulting from such delay, suspension, or termination.
5.10 The Member acknowledges and agrees that Santhai reserves the right, but is not obligated, to actively monitor or exercise editorial control over any message, material, or information (including User Content) created, obtained, or accessible through the Services or Sites. Santhai does not endorse, verify, or certify the accuracy of any comments, materials, or information (including User Content) created, submitted, posted, displayed, or otherwise shared by any Member. Each Member bears sole responsibility for the content of their communications and may be legally liable or held accountable for their comments, materials, or information.
5.11 The Member acknowledges and agrees that each Member is solely responsible for complying with all applicable laws and regulations within their respective jurisdictions to ensure that their access to and use of the Site and Services adhere to such legal requirements.
5.12 Obligations and Compliance of Each Member:
(a) You and your affiliates shall adhere to all applicable laws and regulations while conducting your respective business activities, including but not limited to laws and regulations related to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export controls, unfair competition, price gouging, false advertising, labor, environmental protection, health and safety, as well as anti-bribery and anti-money laundering measures.
(b) Neither you nor your affiliates are subject to any trade restrictions, sanctions, or other legal limitations imposed or proposed by any country, international organization, or jurisdiction (“Relevant Subjects”).
(c) Neither you nor your affiliates offer products or services that could potentially lead to the imposition of international trade restrictions, sanctions, or other legal limitations by any Relevant Subjects.
(d) Neither you nor any of your parent companies or affiliates, whether directly or indirectly, engage in transactions with or provide funds, goods, or services to Relevant Subjects.
(e) You shall always adhere to all applicable export control and sanctions laws and regulations concerning products, services, software, and technologies when using the Services. This includes compliance with sanctions resolutions, laws, and regulations enacted and enforced by the UN Security Council, the People’s Republic of China, the United States of America, and any other relevant country or governmental authority.
(f) If you or your affiliates sell products that require a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”), you agree to
(a) promptly display the required Proposition 65 Warning on the product detail page as mandated by the relevant law;
(b) authorize Santhai to display the Proposition 65 Warning on your behalf; and
(c) revise or remove the Proposition 65 Warning only when the prior warning needs to be updated or is no longer legally required.
(g) You and your affiliates are responsible for ensuring that your products comply with the laws and regulations of the destination country/region and relevant international conventions, including applicable labor laws and standards, such as the Forced Labor Convention, 1930, and the Abolition of Forced Labor Convention, 1957. If a product is prohibited in one or more markets, the Sites reserve the right to remove the product listing OR CEASE THE SALE OF SUCH PRODUCTS IN THOSE MARKETS.
If at any time you fail to meet any of the aforementioned requirements, you must immediately cease using the Services. If Santhai reasonably believes that any of your actions violate or threaten to violate any applicable laws and regulations, Santhai may, at its sole discretion, take any appropriate action it deems necessary under the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and suspending or terminating your accounts, while retaining all rights regarding any non-compliant actions or conduct of its members.
6. Violations by Members
6.1 Santhai reserves the right, at its sole discretion, to remove, modify, or reject any User Content (in whole or in part) that you submit, post, or display on the Sites if we reasonably believe that it:
(a) violates any applicable laws and regulations;
(b) breaches the Terms outlined herein;
(c) could expose Santhai or our affiliates to liability;
(d) infringes upon any Third Party Rights;
(e) could harm the interests of our Members, third parties, or Santhai or our affiliates; or
(f) is deemed inappropriate at Santhai’s sole discretion.
6.2 If any Member breaches any of the Terms, or if Santhai has reasonable grounds to believe that a Member has violated any Terms, Santhai reserves the right to take disciplinary actions as deemed appropriate, including but not limited to:
(a) suspending or terminating the Member’s account and any associated accounts, as determined solely by Santhai, without any liability for losses or damages arising from such suspension or termination;
(b) restricting, downgrading, suspending, or terminating the subscription, access to, or use of any Service, whether current or future;
(c) removing any product listings or other User Content submitted, posted, or displayed by the Member, or limiting the number of product listings or User Content the Member may post or display;
(d) implementing additional restrictions on the Member’s use of any features or functions of the Service, as deemed appropriate by Santhai in its sole discretion; and
(e) taking any other corrective actions, disciplinary measures, or penalties as Santhai may consider necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the Terms, a Member will be considered to be in breach of the Terms under any of the following circumstances:
(a) If, following a complaint or claim from any third party, Santhai reasonably believes that the Member has willfully or materially failed to fulfill their contract with the third party. This includes, but is not limited to, instances where a Member supplying products or services via the Sites and Services fails to deliver any items after receiving the payment or where the delivered items do not meet the terms and descriptions specified in the contract with the third party;
(b) If Santhai has reasonable grounds to suspect that the Member has used a stolen credit card or provided false or misleading information during any transaction with a counterparty;
(c) If Santhai has reasonable grounds to suspect that any information provided by the Member is outdated, incomplete, false, inaccurate, or misleading; or
(d) If Santhai believes that the Member’s actions could potentially cause financial loss or legal liability to Santhai, our affiliates, or any other Users.
6.4 Santhai reserves the right to fully cooperate with governmental or regulatory authorities, law enforcement agencies, private investigators, and/or affected third parties in the investigation of any suspected criminal or civil wrongdoing. Additionally, as permitted by applicable laws and policies, Santhai may disclose the Member’s identity, contact information, and/or details regarding the Member’s account(s), transactions, or activities conducted on or through the Site, if requested by a government, regulatory, or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Santhai will not be liable for any damages or outcomes arising from such disclosure, and the Member agrees not to pursue any legal action or claims against Santhai in connection with such disclosure.
6.5 Santhai may, at any time and at its reasonable discretion, impose limitations, suspend, or terminate the Member’s use of any Service or the Sites without liability to the Member if Santhai receives notice that the Member is in breach of any agreement or commitment with any affiliate of Santhai, including but not limited to Adadaa, KadaiS, Eluvaan, and if such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. Santhai retains the discretion to investigate such breaches or request confirmation from the Member; however, it is under no obligation to undertake such actions.
6.6 EACH MEMBER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Santhai, ALONG WITH ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, AGAINST ANY CLAIMS, LOSSES, DAMAGES, ACTIONS, OR LIABILITIES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LEGAL FEES AND COSTS) ARISING FROM OR RELATED TO THE MEMBER’S ACTUAL OR ALLEGED BREACH OF THE TERMS. SANTHAI RETAINS THE RIGHT TO APPOINT LEGAL COUNSEL OF ITS CHOOSING AND TO EXERCISE FULL CONTROL OVER THE DEFENSE AND RESOLUTION OF ANY SUCH MATTER AT ITS SOLE DISCRETION.
6.7 Each Member further acknowledges and agrees that Santhai bears no responsibility and shall not be liable to the Member or any other party for any User Content or other material transmitted through the Sites or Services, including but not limited to fraudulent, untrue, misleading, inaccurate, defamatory, offensive, or illegal material. The risk of any resulting damage from such User Content or material remains solely with the Member. Santhai reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which case the Member agrees to fully cooperate with Santhai in asserting any available defenses.
6.8 CLAIMS REGARDING INFRINGING CONTENT
If you believe that your intellectual property rights have been infringed upon, please contact us at [email protected], Attention: Infringing Content. We will make reasonable efforts to address your concerns in a timely manner. Please ensure that your submission includes your name, address, contact information, and as many relevant details as possible about the claim, including the name of the alleged infringing party, specific instances of infringement, and proof of infringement. Incomplete submissions may invalidate your claim and render it unusable for legal purposes. Furthermore, submitting false or misleading information may be considered a legal offense and could lead to legal action.
While we respect a manufacturer’s right to enter into exclusive distribution or resale agreements for their products, we would like to clarify that violations of such agreements do not constitute intellectual property rights infringement. The enforcement of these agreements is a matter between the manufacturer, distributor, and/or reseller, and we are not in a position to assist in enforcing them. Although we cannot offer legal advice or disclose private information protected by law, we suggest that you seek guidance from a legal specialist for any concerns or questions regarding your rights.
7. TRANSACTIONS BETWEEN BUYERS AND SELLERS ON THE SITES
7.1 Through the Sites, Santhai offers electronic web-based platforms that facilitate the exchange of information between buyers and sellers of products and services. Additionally, Santhai provides electronic web-based transaction platforms that enable Members to place, accept, finalize, manage, and fulfill orders for products and services online on the sites. However, in any transaction, Santhai does not act as a representative of either the seller or the buyer. Santhai does not control, nor is it responsible for, the quality, safety, legality, or availability of the products or services listed for sale on the sites, nor does it guarantee the ability of sellers to complete a sale or buyers to complete a purchase.
7.2 Users are hereby informed that there may be risks involved when interacting with individuals who may be acting under false pretenses. While Santhai employs various methods to verify the accuracy of certain information provided by our paying users during registration for paid membership services on the sites, user verification on the internet can be challenging. As such, Santhai cannot and does not verify the identity of each user (including, but not limited to, paying Members). We encourage you to utilize multiple verification methods and exercise caution when engaging with others.
7.3 Buyers and sellers using the Sites or Services acknowledge and accept the risks involved in conducting purchase and sale transactions through the Sites or Services. They also fully assume all risks related to any activities that follow from the products or services involved in these transactions. These risks may include, but are not limited to, misrepresentation of products or services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delays or defaults in delivery or payment, incorrect cost calculations, breach of warranty, breach of contract, transportation accidents, and the risk that the manufacturing, importation, export, distribution, offering, display, purchase, sale, or use of products or services listed on the Sites may infringe on or be claimed to infringe Third Party Rights. Additionally, there is the risk that users may incur costs for defense or other related expenses if third parties assert rights, or if there are any claims regarding the assertion of such rights, demands, or claims from Third Party Rights holders. The risks also include potential claims from consumers, other purchasers, end-users, or third parties who may assert that they have suffered harm or injury from using products obtained via the Sites or Services. These risks are collectively referred to as “Transaction Risks.” Santhai is not liable for any damages, claims, liabilities, costs, harm, inconvenience, business disruptions, or other expenditures that may result from or relate to these Transaction Risks.
7.4 Buyers and sellers on the Sites are solely responsible for defining and fulfilling the terms and conditions of any transactions conducted on, through, or as a result of using the Sites or Services. This includes, but is not limited to, terms related to payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation, and storage.
7.5 The User agrees to provide all necessary information and materials as reasonably requested by Santhai in relation to transactions conducted on, through, or as a result of using the Sites or Services. Santhai reserves the right to suspend or terminate a user’s account if the required information and materials are not provided, without any liability for losses or damages resulting from such suspension or termination.
7.6 In the event of a dispute between a User and any party involved in a transaction, the User agrees to release and indemnify Santhai, along with its agents, affiliates, directors, officers, and employees, from any claims, demands, actions, proceedings, costs, expenses, and damages (including, but not limited to, actual, special, incidental, or consequential damages) arising from or related to such dispute or transaction.
7.7 RISK AND RESPONSIBILITY FOR LOSS
All purchases of physical items from Santhai are subject to a shipment contract. As a result, the risk of loss and title for such items transfer to the buyer upon delivery to the carrier. For items requiring international shipping, the risk of loss and title pass to the buyer once the items clear customs in the destination country.
7.8 PAYMENT RESPONSIBILITIES
You are responsible for settling all fees owed to Santhai. Additionally, you are solely accountable for collecting and/or remitting any applicable taxes related to purchases or sales made through our Services.
7.9 LIABILITY AND INDEMNIFICATION
If Santhai is sued or receives a claim, notice, inquiry, or demand due to your actions or omissions, you agree to defend and indemnify us. This includes, without limitation, your obligation to defend, reimburse, compensate, and hold Santhai (including our employees, officers, directors, agents, subsidiaries, and affiliates) harmless from any allegation, claim, demand, lawsuit, loss, liability, or expense of any kind (including reasonable lawyer’s fees) arising from your actions, misuse of our Services, breach of the Terms, transactions conducted through the Services, and/or any actual or alleged violation of laws or third-party rights. Santhai reserves the right to manage its legal defense at its sole discretion, and you agree to cooperate with us in executing our strategy.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY SANTHAI THROUGH THE SITES ARE OFFERED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. SANTHAI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND COMMITMENTS ARE EXPRESSLY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, Santhai MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, OR CURRENCY OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES. SANTHAI DOES NOT GUARANTEE THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE, AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT INFRINGE UPON ANY THIRD-PARTY RIGHTS. FURTHERMORE, SANTHAI MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND REGARDING ANY PRODUCT OR SERVICE FEATURED OR DISPLAYED ON THE SITES.
8.3 Any material downloaded or otherwise obtained through the Sites or Services is done at each user’s sole discretion and risk, and each user is solely responsible for any damage to their own or to Santhai’s computer system(s) or any loss of data that may result from downloading any such material. No advice or information, whether oral or written, obtained by any user from Santhai or through or from the Sites shall create any warranty not expressly stated herein.
8.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Santhai or our affiliates be held liable for any such services or products.
8.5 EACH USER HEREBY AGREES TO INDEMNIFY AND HOLD Santhai, OUR AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES HARMLESS, FROM ANY AND ALL LOSSES, CLAIMS, LIABILITIES (INCLUDING LEGAL COSTS ON A FULL INDEMNITY BASIS) WHICH MAY ARISE FROM SUCH USER’S ACCESS TO OR USE OF THE SITES OR SERVICES (INCLUDING BUT NOT LIMITED TO THE SUBMISSION, POSTING OR DISPLAY OF SUCH USER’S INFORMATION AND USER CONTENT ON THE SITES, Santhai CHANNELS OR THIRD PARTY CHANNELS UNDER PROMOTION SERVICES) OR FROM YOUR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES HEREUNDER AND THE TERMS AND CONDITIONS OF THE TERMS. EACH USER HEREBY FURTHER AGREES TO INDEMNIFY AND HOLD Santhai, OUR AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES HARMLESS, FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES (INCLUDING LEGAL COSTS ON A FULL INDEMNITY BASIS) WHICH MAY ARISE FROM USER’S BREACH OF ANY REPRESENTATIONS AND WARRANTIES MADE BY USER TO Santhai, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN CLAUSE 5 HEREUNDER.
8.6 EACH USER AGREES TO INDEMNIFY AND HOLD HARMLESS Santhai, ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, AND LIABILITIES (INCLUDING LEGAL COSTS ON A FULL INDEMNITY BASIS) THAT MAY ARISE, DIRECTLY OR INDIRECTLY, DUE TO CLAIMS MADE BY THIRD PARTIES REGARDING USER CONTENT, INFORMATION, OR PRODUCTS DISPLAYED OR OFFERED ON THE SITES.FURTHERMORE, EACH USER ACKNOWLEDGES THAT Santhai IS NOT RESPONSIBLE AND HOLDS NO LIABILITY FOR ANY CONTENT POSTED BY OTHER USERS, INCLUDING DEFAMATORY, OFFENSIVE, OR UNLAWFUL MATERIAL, AND THAT THE RISK OF ANY RESULTING DAMAGES RESTS SOLELY WITH THE USER. Santhai RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY THE USER. IN SUCH CASES, THE USER AGREES TO COOPERATE WITH Santhai IN ASSERTING ANY AVAILABLE DEFENSES.
8.7 Santhai will not be liable for any special, direct, indirect, punitive, incidental, or consequential damages, or any damages of any kind (including but not limited to loss of profits or savings, business interruptions, or loss of information), regardless of whether the damages arise from contract, negligence, tort, equity, or other causes. This includes, but is not limited to, damages arising from:
(a) the inability or difficulty of using the Sites or Services;
(b) any issues with products, samples, data, information, or services purchased or obtained from a user or any third party through the Sites or Services;
(c) violation of Third Party Rights, or claims or demands that the user’s activities related to the manufacture, importation, exportation, distribution, offering, displaying, purchasing, selling, and/or use of products or services offered or displayed on the Sites or through the Services may violate or be asserted to violate Third Party Rights; or claims from any party asserting their entitlement to defense or indemnification concerning rights, demands, or claims made by Third Party Rights claimants;
(d) unauthorized access by third parties to any user’s data or private information;
(e) statements or actions by any user of the Sites or Services;
(f) any other matters related to the Sites or Services, regardless of how they arise, including negligence.
8.8 Notwithstanding any of the above provisions, the total liability of Santhai, our employees, agents, affiliates, representatives, or anyone acting on our behalf, concerning each user for all claims arising from accessing or using the Sites or Services during any calendar year, shall be limited to the greater of :
(a) the amount of fees the user has paid to Santhai for access to or use of the Sites or Services during that calendar year, or
(b) the maximum amount permitted by the applicable law.
This does not prevent the user from proving actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose, or within such longer period as prescribed by the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the fullest extent permitted by law and will apply regardless of whether Santhai has been advised of or should have been aware of the possibility of such losses occurring.
9. Events Beyond Control
Santhai will not be held liable or required to provide compensation for any loss resulting from the unavailability, inconvenience, or failure of services or systems due to the following circumstances:
(a) system shutdowns for maintenance;
(b) inability to transmit data caused by failures in communication terminals or telecommunications equipment;
(c) system failures or the inability to perform essential functions due to force majeure events, including but not limited to natural disasters like typhoons, earthquakes, tsunamis, and floods, as well as power failures, fires, and storms;
(d) suspension or delays in services or system failures caused by circumstances beyond Santhai’s reasonable control, such as hacker or cyber-attacks, technical issues with telecommunications, website upgrades, issues with third-party services, or disruptions in transportation or business operations (including but not limited to delays caused by government-mandated work stoppages or any interruptions due to the national or regional spread of an epidemic or pandemic).
10. Ownership and Protection of Intellectual Property
10.1 Santhai holds exclusive ownership or lawful licensing rights for all intellectual property associated with the Sites and Site Content. The Sites and Site Content contain trade secrets and other intellectual property protected by global copyright and other applicable laws. All titles, ownership, and intellectual property rights in the Sites and Site Content remain with Santhai, our affiliates, or licensors, as applicable. Any rights not explicitly granted under the Terms or by Santhai are reserved.
10.2 “Adadaa,” “Santhai,” “KadaiS,” and their corresponding icons and logos are registered trademarks or service marks owned by Adadaa Inc. in various jurisdictions. These marks are protected under relevant copyright, trademark, and other intellectual property laws. Unauthorized copying, modification, usage, or publication of these marks is strictly prohibited.
10.3 Santhai may engage independent third parties in providing the Sites or Services (e.g., authentication and verification service providers). You are prohibited from using any trademark, service mark, or logo of these third parties without obtaining prior written approval from them.
10.4 To the fullest extent allowed by applicable law, all rights, title, and interest in any derivative works created by Santhai and/or its affiliates using user content in accordance with the Terms shall be owned by Santhai. These rights may be freely assigned, licensed, or granted by Santhai to any third party or its affiliates.
11. Communication of Legal Notices
11.1 All legal notices or demands directed to Santhai must be submitted in writing and delivered personally, by courier, or by certified mail to the following address: Santhai Market, CANADA, Attention: Legal Department, Santhai. The notices will be considered effective upon receipt by Santhai through any of the methods mentioned above.
11.2 All legal notices or demands to a User shall be considered effective if delivered personally, sent via courier, certified mail, facsimile, or email to the last-known address, fax number, or email provided by the User to Santhai, or by posting the notice on a publicly accessible area of the Sites. A notice to a User will be deemed received when:
(a) Santhai can demonstrate that the communication, whether in physical or electronic form, has been sent to the User, or
(b) immediately upon Santhai posting the notice on a publicly accessible area of the Sites without charge
11.3 You agree that any agreements, notices, demands, disclosures, or other communications sent to you electronically by Santhai will fulfill any legal requirement for such communication to be in writing.
12. General Terms and Conditions
12.1 Except as otherwise specified in any Additional Agreements, the Terms represent the complete agreement between you and Santhai regarding your use of the Sites and Services, overriding any previous written or verbal agreements related to the same subject matter.
12.2 Santhai and you are independent contractors, and the Terms do not create, nor are they intended to create, any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship.
12.3 If any provision of the Terms is found to be invalid or unenforceable, that provision will be removed, and the rest of the provisions will remain in full effect and enforceable.
12.4 Headings are provided for reference only and do not define, limit, interpret, or describe the scope or extent of any clause.
12.5 Santhai’s failure to enforce any right or act regarding any breach by you under the Terms does not waive that right, nor does it waive Santhai’s right to act regarding future or similar breaches.
12.6 Santhai shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of Santhai). You may not assign, in whole or part, the Terms to any person or entity.
12.7 Governing Law and Arbitration
YOUR CONTRACT WITH Santhai Inc. AND THESE TERMS SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, CANADA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
ANY DISPUTE, CONTROVERSY, OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING THE INTERPRETATION, BREACH, TERMINATION, OR VALIDITY THEREOF, OR ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO THE TERMS, SHALL FIRST BE ATTEMPTED TO BE RESOLVED THROUGH AMICABLE CONSULTATION BETWEEN THE PARTIES.
SUCH CONSULTATION SHALL BEGIN WITHIN SEVEN (7) DAYS AFTER ONE PARTY HAS SENT A WRITTEN REQUEST TO THE OTHER PARTY. UNLESS OTHERWISE STIPULATED BY APPLICABLE LAW, IF THE DISPUTE CANNOT BE RESOLVED WITHIN THIRTY (30) DAYS OF INITIATING CONSULTATION, EITHER PARTY MAY, UPON NOTICE TO THE OTHER, REFER THE DISPUTE TO FINAL RESOLUTION THROUGH ARBITRATION GOVERNED BY ONTARIO’S INTERNATIONAL COMMERCIAL ARBITRATION ACT (“ONICAA”), UNDER THE ONICAA ADMINISTERED ARBITRATION RULES IN EFFECT AT THE TIME THE NOTICE OF ARBITRATION IS SUBMITTED.
IF THE DISPUTE IS REFERRED TO ONICAA, THE ARBITRATION PANEL SHALL CONSIST OF ONE ARBITRATOR. UNLESS OTHERWISE AGREED BY THE PARTIES, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH OR TAMIL. THE AWARD RENDERED BY THE ONICAA ARBITRATION TRIBUNAL SHALL BE FINAL AND BINDING ON ALL PARTIES, AND THE ARBITRATION COSTS WILL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD. ANY PARTY MAY APPLY TO A COURT OF COMPETENT JURISDICTION TO ENFORCE SUCH AN AWARD.
THE DISPUTE MAY ALSO BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE ADR INSTITUTE OF ONTARIO (“ONA”) UNDER THE ONA ADMINISTERED ARBITRATION RULES IN EFFECT AT THE TIME THE NOTICE OF ARBITRATION IS SUBMITTED. IF THE DISPUTE IS REFERRED TO ONA, THE ARBITRATION PANEL SHALL CONSIST OF ONE ARBITRATOR. UNLESS OTHERWISE AGREED BY THE PARTIES, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND HELD IN ONTARIO. THE AWARD RENDERED BY THE ONA ARBITRATION TRIBUNAL SHALL BE FINAL AND BINDING ON ALL RELEVANT PARTIES, AND THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD. ANY PARTY MAY APPLY TO A COURT OF COMPETENT JURISDICTION TO ENFORCE SUCH AN AWARD.
12.8 CLASS AND REPRESENTATIVE ACTION WAIVER
You and Santhai agree that any claims between us must be brought solely on an individual basis and not as part of any class, representative, or collective action (and we each waive any right to bring such claims). Additionally, any relief sought or obtained must be individualized, and disputes between us cannot be arbitrated or combined with those of any other person or entity.