BookMyMall - Seller Terms and Conditions

1. Introduction and Acceptance

These Seller Terms and Conditions (the "Seller Terms" or "Agreement") constitute a legally binding agreement between SmartXVolve Labs Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office in India (hereinafter referred to as "BookMyMall", "BMM", "we", "our" or "us"), and the entity (including its authorised representatives, employees and agents) that registers on the BookMyMall platform as a Media Asset Owner or Seller (hereinafter referred to as "Seller", "Mall", "you" or "your").

BookMyMall operates an online marketplace under the brand name "BookMyMall" (the "Platform"), accessible through the website www.bookmymall.com, related mobile and web applications, and the seller portal (collectively, the "BMM Platform"), which enables the discovery, listing, booking and execution of out-of-home and in-mall advertising media inventory.

By registering on the BMM Platform, accepting an invitation to join as a Seller, clicking "I Agree", creating an Organization, or listing any Media Item on the Platform, you confirm that you have read, understood and agree to be bound by these Seller Terms, the Privacy Policy, and any other policies or guidelines published by BMM from time to time, and you represent that you are duly authorised to bind the Organization you represent.

If you do not agree with any part of these Seller Terms, you must not access or use the BMM Platform in any capacity.

2. Definitions

In these Seller Terms, unless the context otherwise requires:

• Applicable Laws means all statutes, enactments, ordinances, rules, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental, statutory, regulatory, judicial or quasi-judicial authority in India as may be applicable.
• Booking means a confirmed request raised by a Media Buyer on the Platform for one or more Media Items for a specified period, which has been approved by the concerned Seller and in respect of which payment has been successfully received by BMM.
• Booking Request means a request initiated by a Media Buyer for a Media Item that is pending approval or rejection by the Seller within the Response Window.
• Commission / Platform Fee means the percentage or amount agreed between BMM and the Seller in the Commercial Addendum or otherwise in writing, charged by BMM on the Seller Listing Price for facilitating Bookings through the Platform.
• Content means all text, images, photographs, videos, logos, technical specifications, pricing, availability information, and any other material uploaded, submitted or displayed by the Seller on the BMM Platform.
• Digital Media means Media Items that are digital in nature and do not require physical printing or mounting, including but not limited to LED panels, digital screens, digital elevator displays and similar assets.
• Execution means the process by which a booked Media Item is made live at the booked time and location in accordance with the Booking.
• Go-Live means the commencement of display of the Media Buyer’s creative on the booked Media Item at the booked start date and time.
• Listing Price means the price specified by the Seller for a Media Item on the Platform for a given period, exclusive of the Commission, applicable taxes and any printing and mounting charges.
• Marketplace Price means the final price displayed to the Media Buyer on the Platform, which shall be the Listing Price plus the Commission and exclusive of printing and mounting charges, platform charges and taxes as applicable.
• Media Buyer means any advertiser, agency, brand or other person who uses the Platform to discover, book and pay for Media Items.
• Media Item means any advertising inventory listed by a Seller on the Platform, including but not limited to billboards, activation spaces, bridge panels, wall LEDs, elevator LEDs, dropdowns, floor graphics, hoardings, standees and other physical or digital out-of-home media assets located within a Mall.
• Organization means the seller account created by an authorised representative of a Mall or a group of Malls on the Platform, under which one or more Malls and associated Media Items may be listed.
• Physical Media means Media Items that require physical printing, fabrication, installation and or mounting, including but not limited to billboards, bridge panels, wall graphics, floor graphics, dropdowns and standees.
• Printing and Mounting Charges means the charges applicable for printing, fabricating, installing, mounting and, where applicable, dismounting of creatives on Physical Media, as displayed on the Platform or as otherwise agreed.
• Response Window means the stipulated time period as notified by BMM on the Platform from time to time within which a Seller must approve or reject a Booking Request, failing which such Booking Request shall automatically expire.
• Seller Portal means the password-protected section of the BMM Platform made available to Sellers to manage their Organization, Malls, Media Items, Booking Requests and related information.
• Services means the marketplace, listing, discovery, booking facilitation, payment collection, settlement and related services provided by BMM to Sellers through the Platform.

3. Eligibility, Onboarding and Account

1. 3.1 Invitation-based OnboardingThe Seller Portal is currently available on an invitation-only basis. A Seller may be onboarded only upon receipt of an invitation from BMM and upon successful completion of the onboarding process, including submission of such documents and information as BMM may require.
2. 3.2 EligibilityBy registering as a Seller, you represent and warrant that you are a legally incorporated entity or a duly authorised proprietor, partnership, LLP or company validly existing under Applicable Laws; you have the lawful right, title, authority and necessary permissions, licences, no-objection certificates and approvals to list, market, sell and execute advertising on the Media Items you propose to list on the Platform; you are duly registered for GST where applicable and hold a valid GSTIN, PAN and such other statutory registrations as may be required; the person accepting these Seller Terms is duly authorised to bind the Seller entity; and neither you nor any of your directors, partners or key personnel are debarred, blacklisted or prohibited from carrying on business under Applicable Laws.
3. 3.3 Organization, Malls and Media ItemsUpon onboarding, the Seller shall create an Organization on the Seller Portal and may thereafter add one or more Malls under such Organization. For each Mall, the Seller may create and attach Media Items along with Seller Listing Price and booking duration, high-quality photographs or videos, technical specifications, footfall, demographic and visibility information where available and accurate, and availability status which may be toggled by the Seller.
4. 3.4 Availability ToggleThe Seller may mark a Media Item as available or unavailable. Media Items marked as unavailable shall not be displayed to Media Buyers for booking. The Seller shall be solely responsible for keeping the availability status accurate and up to date at all times. Any loss, dispute or liability arising out of incorrect availability shall be to the account of the Seller.
5. 3.5 Account SecurityThe Seller shall be solely responsible for maintaining the confidentiality of its Seller Portal login credentials and for all activities carried out under its account. The Seller shall notify BMM immediately of any unauthorised access or suspected breach of security.

4. Listings, Content and Accuracy Obligations

• The Seller shall ensure that all Content uploaded on the Platform is accurate, complete, current, lawful, non-misleading and not in violation of any third-party rights.
• The Seller represents and warrants that it owns, controls or has obtained all necessary rights, licences, approvals, permissions, no-objection certificates and consents to offer each Media Item for booking on the Platform and to display advertising thereon in compliance with Applicable Laws.
• The Seller shall not list any Media Item that is subject to any dispute, encumbrance, prohibition or restriction that would prevent its lawful use for advertising.
• The Seller shall be solely responsible for the veracity of the photographs, videos, dimensions, footfall data and other information provided with respect to each Media Item. BMM reserves the right, but shall not be obliged, to verify, edit, moderate, de-list or reject any Content in its sole discretion.
• By uploading Content to the Platform, the Seller grants BMM a worldwide, royalty-free, non-exclusive, sub-licensable, transferable licence to host, store, display, reproduce, adapt, publish, translate and distribute such Content on the Platform and in BMM’s marketing, promotional and informational materials for the purpose of operating and promoting the Services. This licence shall survive termination with respect to Content relating to concluded Bookings.

5. Pricing, Commission and Marketplace Price

1. 5.1 Seller Listing PriceThe Seller shall specify the Listing Price for each Media Item for a defined booking period. The Listing Price shall be exclusive of applicable taxes, the Commission, printing and mounting charges, and any platform charges.
2. 5.2 Commission / Platform Mark-upBMM shall charge a Commission on the Listing Price at the percentage mutually agreed between BMM and the Seller in a separate Commercial Addendum, onboarding form, email confirmation or Seller Portal configuration. BMM reserves the right to revise the Commission Rate from time to time with prior written notice to the Seller. Illustration: if the Seller lists a Media Item at Rs. 100 for 30 days and the agreed Commission Rate is 10%, the Marketplace Price displayed to the Media Buyer shall be Rs. 110 for 30 days, exclusive of applicable taxes, printing and mounting charges and platform charges.
3. 5.3 TaxesAll prices on the Platform are exclusive of GST and other applicable taxes unless expressly stated otherwise. The Seller shall be solely responsible for discharging all tax obligations in respect of amounts received by it from BMM. BMM shall be entitled to deduct TDS, tax collected at source and any other statutory deductions as required under Applicable Laws.
4. 5.4 Printing and Mounting ChargesPrinting and Mounting Charges shall apply only to Physical Media. No Printing and Mounting Charges shall be applicable to Digital Media. The applicable Printing and Mounting Charges shall be as displayed on the Platform or as otherwise agreed between the parties, and shall be added to the Media Buyer’s payment.
5. 5.5 Platform ChargesBMM may levy platform charges, convenience fees, service fees or other applicable charges on the Media Buyer at the time of checkout. Such charges shall be retained solely by BMM and shall not form part of the Seller’s entitlement.

6. Booking Flow, Approval and Execution

1. 6.1 Booking RequestA Media Buyer may browse Media Items listed on the Platform across one or more Malls, select one or more Media Items, specify the booking periods and initiate a Booking Request. Each Mall shall receive a separate Booking Request in respect of its Media Items through the Seller Portal.
2. 6.2 Seller Response WindowThe Seller shall approve or reject each Booking Request within the Response Window notified on the Seller Portal. Any Booking Request which is not expressly approved by the Seller within the Response Window shall automatically expire and be deemed rejected. BMM shall not be liable for any loss of business or damages arising on account of an expired Booking Request.
3. 6.3 Grounds for RejectionThe Seller may reject a Booking Request only for bona fide reasons, including unavailability of the Media Item due to prior commitment, statutory restrictions, mall management directives, force majeure, or non-compliance of the creative with applicable standards. The Seller shall not reject a Booking Request on any discriminatory, anti-competitive or mala fide ground.
4. 6.4 Payment by Media BuyerUpon approval of a Booking Request by the Seller, the Media Buyer shall be presented with a payment option on the Platform reflecting the Marketplace Price, applicable Printing and Mounting Charges for Physical Media, platform charges and applicable taxes. The Booking shall be deemed confirmed only upon successful receipt of payment by BMM from the Media Buyer.
5. 6.5 Execution and Go-LiveUpon Booking Confirmation, BMM shall enable Execution of the Media Item such that it goes live at the booked start time. The Seller shall be solely responsible for ensuring timely, proper and uninterrupted display and execution of the booked Media Item for the entire booked period in accordance with the technical specifications, including installation, maintenance, power supply, and removal of the creative at the end of the booked period.
6. 6.6 Creative ComplianceThe Seller shall use its reasonable endeavours to review the creatives received through the Platform for compliance with its standards and Applicable Laws. The Seller shall be entitled to reasonably reject any creative that is unlawful, obscene, defamatory, misleading, infringes third-party rights or is otherwise not fit for display.

7. Seller Obligations and Representations

• Comply with all Applicable Laws, including the Information Technology Act, 2000, the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, GST laws, municipal and outdoor advertising regulations, and data protection laws.
• Ensure that all Media Items are structurally safe, properly maintained, fire-compliant and in a condition fit for advertising display.
• Maintain accurate records of all Bookings, execution proofs, photographs and monitoring reports for the booked period and provide the same to BMM upon request.
• Provide BMM and or the Media Buyer with reasonable proof of execution, such as geo-tagged photographs, videos, or play logs for Digital Media, in the form and frequency specified by BMM.
• Not directly or indirectly solicit Media Buyers introduced through the Platform for off-platform transactions during the term of this Agreement and for a period of twelve months thereafter in respect of Media Items listed on the Platform.
• Not list the same Media Item simultaneously in a manner that causes double booking or over-booking.
• Cooperate with BMM in good faith in addressing Media Buyer grievances, disputes and refund claims.

8. Invoicing, Settlement and Payouts

1. 8.1 Right to InvoiceThe Seller shall be entitled to raise an invoice on BMM in respect of each Booking only after a period of seven working days from the date of Booking Confirmation. The Seller shall not raise an invoice prior to the Invoicing Eligibility Date.
2. 8.2 Invoice RequirementsEach invoice raised by the Seller shall be a valid tax invoice under Applicable Laws, shall be raised on SmartXVolve Labs Private Limited or such other entity as BMM may designate in writing, and shall contain such particulars as BMM may require, including Booking ID, Mall name, Media Item ID, booking period, Listing Price, GST details and bank details.
3. 8.3 Settlement TimelinesSubject to the Seller raising a valid invoice, BMM shall remit the Seller’s payout within three working days from the date of receipt of a valid invoice, after deducting the Commission payable to BMM, applicable TDS and other statutory deductions, any refunds processed to the Media Buyer in respect of the concerned Booking and attributable to the Seller, and any amounts owed by the Seller to BMM.
4. 8.4 Hold on PayoutsBMM shall be entitled to withhold all or part of any payout where a Booking is under dispute, a Media Buyer has raised a grievance, refund request or chargeback, the Seller is in breach of these Seller Terms, the Seller has failed to execute the Booking, or BMM is required to do so under Applicable Laws or by any competent authority.
5. 8.5 Printing and Mounting Pass-throughPrinting and Mounting Charges collected from the Media Buyer shall be settled to the party actually executing the printing and mounting. The Seller shall not be entitled to claim Printing and Mounting Charges unless expressly agreed in writing.
6. 8.6 Disputed InvoicesBMM shall be entitled to dispute any invoice within a reasonable period and request corrections. No interest shall accrue on amounts withheld pending resolution of a bona fide dispute.

9. Cancellations and Refunds

1. 9.1 Media Buyer CancellationA Media Buyer may cancel a confirmed Booking only up to the cut-off time specified on the Platform. Where cancellation is permitted within the cut-off, the Media Buyer shall be entitled to a full refund of the amount paid, subject to deduction of any non-refundable third-party costs already incurred. No cancellation or refund shall be permitted after the cut-off, except as expressly determined by BMM in accordance with Clause 9.3.
2. 9.2 Seller-Initiated CancellationA Seller shall not cancel a confirmed Booking except for reasons of force majeure, statutory prohibition, or mall management directive. In the event of any Seller-initiated cancellation, the Seller shall promptly notify BMM with reasons. BMM shall be entitled to refund the Media Buyer in full and recover the entire refunded amount, along with reasonable damages and handling charges, from the Seller.
3. 9.3 Discretionary RefundsBMM may, at its discretion, initiate a refund in full or in part to the Media Buyer in cases of non-execution, partial execution, quality issues, technical failure, wrong listing, misrepresentation, or any other genuine grievance. The quantum of such refund and the allocation of liability between BMM and the Seller shall be determined by BMM in good-faith consultation with the relevant stakeholders, however the final decision shall rest with BMM and shall be binding on the Seller.
4. 9.4 Recovery of Refunds from SellerWhere a refund is attributable in whole or in part to the Seller’s act, omission, default or breach, BMM shall be entitled to recover the refunded amount from the Seller by way of deduction from future payouts, set-off, or direct demand.
5. 9.5 No Refund Claim by SellerThe Seller shall have no claim against BMM for any payout in respect of a Booking that has been refunded to the Media Buyer in accordance with this Clause 9.

10. Intellectual Property

• All intellectual property rights in and to the BMM Platform, including its software, source code, design, look and feel, trademarks, logos, trade names and all related documentation, are and shall remain the sole and exclusive property of BMM or its licensors.
• The Seller shall not use BMM’s trademarks, logos or trade names in any manner without prior written consent, except to acknowledge the Seller’s association with the Platform in a factual manner.
• The Seller retains ownership of the Content it uploads, subject to the licence granted to BMM under Clause 4.
• The Seller represents and warrants that all Content uploaded by it does not infringe any third-party intellectual property rights, and agrees to indemnify BMM for any claim arising out of such infringement.

11. Data Protection and Confidentiality

• Each party shall comply with Applicable Laws relating to data protection and privacy, including the Digital Personal Data Protection Act, 2023 and the rules framed thereunder, as and when brought into force.
• The Seller shall not use any personal data of Media Buyers received through the Platform for any purpose other than the performance of the concerned Booking, and shall not share, disclose, sell or transfer such data to any third party without the prior written consent of BMM and the Media Buyer.
• Each party shall keep confidential all non-public information of the other party received in connection with this Agreement, including commercial terms, pricing, business strategies and Media Buyer information, and shall not disclose the same except to its employees and advisors on a need-to-know basis or as required by law.

12. Role of BMM and Limitation of Liability

1. 12.1 Intermediary RoleThe Seller acknowledges and agrees that BMM is an intermediary and an electronic commerce entity within the meaning of the Information Technology Act, 2000 and the Consumer Protection (E-Commerce) Rules, 2020, and operates the Platform as a technology marketplace that enables Sellers to list Media Items and Media Buyers to discover and book the same. BMM is not the owner, operator or lessor of any Media Item and shall not be liable for the quality, legality, safety, fitness or execution of any Media Item.
2. 12.2 No WarrantyThe Platform and the Services are provided on an as-is and as-available basis. BMM makes no representation or warranty as to the volume of bookings, revenue, footfall, conversions, or any business outcome that the Seller may derive from the Platform.
3. 12.3 Limitation of LiabilityTo the maximum extent permitted by Applicable Laws, BMM’s aggregate liability to the Seller under or in connection with this Agreement shall not exceed the total Commission actually received by BMM from the Seller in respect of the three months immediately preceding the event giving rise to the claim. In no event shall BMM be liable for any indirect, incidental, special, consequential, punitive or exemplary damages.

13. Indemnification

The Seller shall indemnify, defend and hold harmless BMM, its affiliates, directors, officers, employees, agents and representatives from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with any breach by the Seller of these Seller Terms, any act or omission of the Seller or its personnel, any failure of the Seller to execute a Booking, any third-party claim relating to the Media Item, any infringement of third-party intellectual property rights by the Content uploaded by the Seller, or any violation of Applicable Laws by the Seller.

14. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations, other than the obligation to make payment of amounts already due, caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, government action, war, terrorism, riots, strikes, power failures, internet failures, and orders of any competent authority. The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects.

15. Suspension and Termination

1. 15.1 SuspensionBMM shall be entitled, at its sole discretion and without prior notice, to suspend the Seller’s access to the Seller Portal and or de-list any Media Item if the Seller is in breach of these Seller Terms, BMM receives a complaint or grievance in respect of the Seller or its Media Items, BMM is required to do so under Applicable Laws or by order of a competent authority, or BMM reasonably apprehends any fraudulent, unlawful or harmful activity.
2. 15.2 Termination for ConvenienceEither party may terminate this Agreement for convenience by giving the other party thirty days’ prior written notice, provided that all Bookings accepted prior to the effective date of termination shall be duly executed and settled in accordance with these Seller Terms.
3. 15.3 Termination for CauseBMM may terminate this Agreement with immediate effect, without notice, if the Seller commits a material breach which is not cured within seven days of written notice, becomes insolvent, engages in fraudulent, unlawful, or reputationally damaging conduct, or fails to execute Bookings repeatedly.
4. 15.4 Consequences of TerminationUpon termination, the Seller’s access to the Seller Portal shall cease, all confirmed Bookings shall be duly executed unless otherwise agreed, BMM shall settle amounts due to the Seller in accordance with Clause 8 subject to set-off, and the provisions which by their nature are intended to survive termination shall so survive.

16. Governing Law, Jurisdiction and Dispute Resolution

These Seller Terms shall be governed by and construed in accordance with the laws of India. Any dispute, difference or claim arising out of or in connection with these Seller Terms shall first be attempted to be resolved amicably between the parties within thirty days of written notice of the dispute. If the dispute is not so resolved, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by BMM. The seat and venue of arbitration shall be Lucknow, India, and the language of arbitration shall be English. Subject to the arbitration clause, the courts at Lucknow, India shall have exclusive jurisdiction.

17. Miscellaneous

1. 17.1 AmendmentBMM reserves the right to modify, amend or update these Seller Terms at any time. Any such modifications shall be effective upon posting on the Seller Portal or upon notification to the Seller. Continued use of the Seller Portal after such posting shall constitute the Seller’s acceptance of the modified Seller Terms.
2. 17.2 AssignmentThe Seller shall not assign or transfer its rights or obligations under these Seller Terms without the prior written consent of BMM. BMM may assign its rights and obligations to any affiliate or successor-in-interest without prior consent.
3. 17.3 NoticesAll notices to BMM shall be sent to SmartXVolve Labs Private Limited, 11/138, Vikas Nagar Road, Vikas Nagar, Lucknow, UP, IN - 226022, marked for the attention of the CEO, with a copy to info@smartxvolvelabs.com and info@bookmymall.com. All notices to the Seller shall be sent to the email address and postal address registered on the Seller Portal.
4. 17.4 Independent ContractorsThe parties are independent contractors. Nothing in these Seller Terms shall be construed to create a partnership, joint venture, agency, employment or franchise relationship between the parties.
5. 17.5 SeverabilityIf any provision of these Seller Terms is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.
6. 17.6 WaiverNo failure or delay by BMM in exercising any right under these Seller Terms shall operate as a waiver of such right.
7. 17.7 Entire AgreementThese Seller Terms, together with the Privacy Policy, Commercial Addendum and any other policies referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.

18. Acknowledgement

By clicking "I Agree", accepting an invitation to join the BMM Platform, creating an Organization, or listing any Media Item, the Seller acknowledges and confirms that it has read, understood and agreed to be bound by these Seller Terms and all policies referenced herein.