TERMS AND CONDITIONS

1. DEFINITIONS

• "Platform" / "Website" refers to the Vertical SaaS Enabled Marketplace platform owned and operated by Menerix Private Limited that connects verified manufacturers ("Sellers") and verified business purchasers ("Buyers").
• "Seller" means any manufacturer or production unit verified and registered on the Platform.
• "Buyer" means any verified business entity or individual purchasing products directly from Sellers through the Platform.
• "User" collectively means Buyers, Sellers, or any other person accessing or using the Platform.
• "Services" means all functionalities, tools, and features provided through Menerix.

2. ACCEPTANCE OF TERMS

By using Menerix, you confirm that:

• You have read, understood, and accepted these Terms.
• You are legally competent to enter into binding contracts under the Indian Contract Act, 1872.
• You agree to comply with all applicable laws and regulations while using the Platform.

3. ROLE OF MENERIX – FACILITATOR DISCLAIMER

Menerix is only a technology platform that facilitates interaction between verified Sellers and Buyers. It:

• Does not manufacture, sell, purchase, own, store, or possess any goods listed on the Platform.
• Is not a party to any contract between Buyers and Sellers.
• Does not guarantee the quality, safety, legality, or fitness of any product or the performance of any party.
• Does not conduct due diligence on behalf of any User. While we verify Users upon registration, Buyers are solely responsible for conducting their own due diligence on Sellers and their products before entering into any transaction.

All commercial terms (price, payment, delivery, warranties, etc.) are negotiated directly between Buyers and Sellers. Menerix is not responsible for and disclaims all liability in connection with any such agreements.

No Agency or Partnership: Menerix is an independent contractor, and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between Menerix and any User. Menerix is not an agent of either the Buyer or the Seller in any capacity.

4. ELIGIBILITY

The Platform is intended only for legal entities and business persons engaged in lawful commercial activities.

Buyers must complete KYC verification to access seller listings or initiate transactions.

Sellers must successfully complete a 3-tier verification process:

• KYC Verification
• Plant/Site Verification (physical or virtual inspection)
• Capability Verification (assessment of production capacity and business authenticity)

Menerix reserves the right to deny or revoke access at any stage if a User fails or violates verification requirements.

You acknowledge that the verification process is based on the information and documents submitted by the User at the time of onboarding. Menerix's verification does not constitute an endorsement, guarantee, or warranty of a User's business authenticity, financial stability, or the quality of its products, but is merely a prerequisite for accessing the Platform.

5. USER ACCOUNTS

• Users must create accounts and provide accurate and updated information.
• Users are solely responsible for maintaining the confidentiality of their login credentials and for all activities conducted under their accounts.
• Menerix may suspend or terminate accounts engaged in fraudulent, misleading, or illegal activity.

6. SERVICES OFFERED

Menerix provides:

• A digital space for Sellers to showcase their company profiles, videos, images, and product listings.
• Tools for Buyers to discover and connect directly with verified manufacturers.
• Optional premium features, such as analytics, promotional video uploads, expanded product listings, and premium visibility options.

Menerix may modify, suspend, or discontinue any feature at any time without notice.

7. SELLER OBLIGATIONS

Sellers agree to:

• Provide accurate, truthful, and up-to-date information.
• List only products manufactured by them. Resellers and intermediaries are strictly prohibited.
• Upload lawful and original content free of third-party rights infringement.
• Fulfil contractual obligations entered into directly with Buyers.

Menerix may remove Sellers or listings that violate these obligations without prior notice.

8. BUYER OBLIGATIONS

Buyers agree to:

• Provide genuine business information during KYC verification.
• Use the platform strictly for lawful B2B procurement.
• Negotiate directly with Sellers for all transaction terms.

Menerix does not guarantee product performance, pricing, or delivery.

9. PAYMENTS AND SUBSCRIPTIONS

• Registration is free, but certain services (video uploads, extended product listings, premium placement) may require paid subscriptions or fees.
• Fees and payment terms will be displayed at the point of purchase.
• All payments are final and non-refundable unless otherwise specified.

10. CONTENT AND INTELLECTUAL PROPERTY

• All Platform content (design, text, software, etc.) is protected under applicable copyright and trademark laws.
• Sellers retain ownership of their content but grant Menerix a non-exclusive, royalty-free, worldwide license to display and promote it. You further agree that Menerix owns all rights to the data generated from user activity on the Platform, provided that such data is used in an aggregated and anonymized form. This includes, but is not limited to, usage analytics, market trends, and performance metrics, which Menerix may use for service improvement, reporting, and other legitimate business purposes. However, Menerix may monetize other data that may be generated within the platform regarding statistics and buyer seller preference and trend.
• Users must not copy, reproduce, or distribute any content without prior written consent.

11. USER CONTENT & SAFE HARBOUR DISCLAIMER

• Users are solely responsible for the content they upload, including videos, images, and descriptions.
• Menerix does not pre-screen or endorse user content and is not liable for any illegality, inaccuracy, or infringement.
• In compliance with Section 79 of the Information Technology Act, 2000, Menerix shall act as an intermediary and will remove any unlawful content upon obtaining actual knowledge or receiving appropriate notification.

12. DATA SECURITY AND LIMITATION OF LIABILITY

12.1 Commitment to Security

Menerix implements commercially reasonable security practices and procedures as mandated by applicable Indian laws, including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023, to protect your information from unauthorized access and use.

12.2 Data Usage

Our collection, use, storage, and sharing of your personal and business data are governed by our Privacy Policy. By using the Platform, you consent to such processing as described therein.

12.3 Acknowledgment of Risk

You acknowledge that no data transmission over the internet can be guaranteed to be 100% secure. While Menerix strives to protect your data, we cannot ensure or warrant the absolute security of any information you transmit to us.

12.4 Limitation of Liability for Data Breach

To the fullest extent permitted by law, Menerix shall not be liable for any unauthorized access, disclosure, or loss of your data resulting from events beyond our reasonable control, such as sophisticated cyberattacks by third parties. Our liability in the event of a data breach attributable to our gross negligence shall be limited as set forth in Section 16 of these Terms.

13. NON-CIRCUMVENTION AND PLATFORM INTEGRITY

13.1 Non-Circumvention

By using the Menerix platform, all users agree not to circumvent, bypass, or avoid Menerix to directly engage in business transactions with other users introduced through the platform for a period of 24 months following the date of introduction, without the prior written consent of Menerix.

13.2 Prohibited Conduct

It shall constitute a material breach of these Terms if a user directly contacts, negotiates with, or enters into any agreement with another user introduced through the platform for the purpose of avoiding payment of platform fees or subscriptions due to Menerix.

13.3 Consequences of Breach

In the event of such breach, Menerix reserves the right to:

• Immediately suspend or terminate the user's account without refund;
• Recover from the breaching party any fees or commissions Menerix would have earned; and
• Pursue appropriate legal remedies, including injunctive relief and claims for damages.

13.4 Transaction Reporting

Users agree to promptly inform Menerix if any business transaction is concluded with another user introduced through the platform. Failure to report may result in account suspension and liability for applicable service charges.

13.5 Pre-Existing Relationships

Nothing in this section shall prevent users from engaging in business with each other if they can provide documentary evidence of a substantial, pre-existing business relationship prior to their introduction on the Menerix platform.

14. USER CONDUCT AND PROHIBITED ACTIVITIES

As a condition of your use of the Platform, you agree not to:

• (a) Use the Platform for any purpose that is illegal or prohibited by these Terms;
• (b) Scrape, reverse-engineer, decompile, or otherwise attempt to obtain the source code of the Platform;
• (c) Upload, post, or transmit any content that is defamatory, obscene, fraudulent, or infringes on any third-party intellectual property rights;
• (d) Engage in spamming, phishing, or sending unsolicited communications to other users;
• (e) Knowingly introduce viruses, trojans, worms, or other material that is malicious or technologically harmful.

15. NO WARRANTY

The Platform and Services are provided on an "as is" and "as available" basis without any warranties, express or implied. Menerix does not warrant that:

• The Platform will be error-free, uninterrupted, or secure.
• Any product, content, or user information is accurate, complete, or reliable.

16. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

• Menerix shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, business, goodwill, or data.
• In no event shall Menerix's total liability to any user exceed the greater of (a) INR 10,000 (Indian Rupees Ten Thousand) or (b) the total amount paid by the user to Menerix in the twelve (12) months preceding the claim.
• Menerix disclaims all responsibility for product quality, delivery, or payment disputes between Buyers and Sellers.

17. INDEMNITY

You agree to indemnify, defend, and hold harmless Menerix, its officers, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses arising from:

• Your use of the Platform or Services.
• Your breach of these Terms.
• Your violation of any law or third-party rights.

18. FORCE MAJEURE

Menerix shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, government actions, strikes, pandemics, or internet outages.

19. TERMINATION

Menerix may suspend or terminate your access to the Platform at any time without notice if:

• You violate these Terms.
• You engage in fraudulent, illegal, or harmful activities.
• Required by law or regulatory authorities.

Upon termination, your right to use the Platform ceases immediately.

20. MODIFICATION OF TERMS

Menerix reserves the right to amend or update these Terms at any time. Any changes will be effective upon posting on the Platform. Continued use after such changes constitutes acceptance of the revised Terms.

21. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of India. The courts at Dharmapuri, Tamil Nadu shall have exclusive jurisdiction over all disputes arising out of or in connection with these Terms.

22. DISPUTE RESOLUTION

22.1 Disputes with Menerix

All disputes, controversies, or claims arising out of or relating to these Terms or a User's relationship with Menerix shall be resolved by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Dharmapuri, India, and the language shall be English. The arbitral award shall be final and binding.

22.2 Disputes Between Users

Menerix is not a party to any agreement between Users. Therefore, Menerix has no obligation to mediate or resolve disputes between Users. However, Menerix reserves the right, but has no obligation, to monitor and facilitate the resolution of such disputes in the interest of platform integrity.

23. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

24. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy incorporated herein, constitute the entire agreement between you and Menerix regarding the use of the Platform and supersede all prior understandings.

25. CONTACT US

For questions or concerns regarding these Terms, please contact: