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FYND PLATFORM API LICENSE & TERMS OF USE

The website https://platform.fynd.com and https://partners.fynd.com/ (“Website”) including the related mobile site “Fynd Platform” and “Fynd Partners” respectively (collectively called “Fynd Platform”) are owned and operated by Shopsense Retail Technologies Limited (“Fynd”, “we”, “us”, “our” or “Company”), a company incorporated under the Companies Act, 1956, having its registered office at 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093, which is a subsidiary of Reliance Retail Ventures Limited.

The Fynd Platform API License terms and conditions as set out hereinbelow (“API Terms”) constitute an agreement between the Company and any natural or legal person (including any legal heirs, administrators or successors) who accesses and/or uses Fynd Platform API in any manner (referred as “you” or “your”), by way of using any current or future service or functionality or offer made available on Fynd Platform (“Service(s)”), as updated from time to time.

By using or accessing Fynd Platform and its Service(s), you signify your agreement to be bound by these API Terms, as amended from time to time.

If you do not agree with any of these API Terms, please do not use the Fynd Platform APIs. If you have any questions about these API Terms, please contact us at [email protected] for assistance.

If these API Terms are inconsistent with our Fynd Platform Terms of Service, these API Terms will control to the extent necessary to resolve such conflict or inconsistency.

Any accessing, browsing, or otherwise using the Platform indicates your agreement to these API Terms and other Platform Policies or guidelines that may be applicable to the Platform, at the time of your access and usage of the Platform and which may be updated from time to time (collectively, the “Agreement”).

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as may be applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Please note that we may, from time to time, change or update these API Terms that govern your use of Fynd Platform APIs. Every time you wish to use Fynd Platform APIs, please check these API Terms to ensure you understand the terms and conditions that apply at that time. Further, please note that we reserve the right to either change the format and/or the content of Fynd Platform APIs or suspend the operation of Fynd Platform APIs for support or maintenance work, at any time.

We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.

1.DEFINITIONS​

1.1.“API Client” means the unique Extension configuration (including API Credentials) generated through the Partner Account.

1.2. “API Credentials” means the credentials that allow you to make authenticated requests to the Fynd Platform APIs.

1.3.“Customer” means any individual that visits or transacts via the Seller Store.

1.4. “Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.

1.5. “Developer” means an individual or entity that develops, owns or operates one or more Extension(s) that accesses or uses the Fynd Platform API. Developer shall mean and include all such third-party service providers that provide their services to the Seller for setting up their Seller Store.

1.6. “Extension” means the software extension, website, interface or any other means you use to access the Fynd Platform API using the API Credentials, including a Private Extensions or a Public Extensions.

1.7. “Extensions Marketplace” is where Sellers can view and install Extensions on their Seller Store and is available through https://extensions.fynd.com/.

1.8.“Fynd Platform API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, extension programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, Updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by Fynd Platform at https://partners.fynd.com/ or as otherwise provided to you by us.

1.9.“Fynd Platform Checkout” means Fynd Platform’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order. For clarity, Fynd Platform Checkout includes checkouts that occur through the Fynd Platform Checkout API.

1.10.“Fynd Platform Trademarks” means our trademarks, logos, service marks and trade names, whether registered or unregistered, as well as of any of our related entities and affiliates, whether registered or unregistered.

1.11.“Seller” shall mean the person or entity that signs up for the Services on Fynd Platform to build their e-commerce store.

1.12. “Seller Data” means information (including Personal Information) relating to a Seller or Seller Store, including business, financial and product information and any Customer Data.

1.13.“Seller Store” means the Seller’s e-commerce presence hosted by Fynd Platform, including their online store and Point of Sale (POS). For clarity, a Seller may have more than one Seller Store.

1.14. “Fynd Platform Panel” means the password protected internal administration page of the Seller Store.

1.15. “Partner” means an individual or entity that has agreed to the terms of the Fynd Platform Partner Program Agreement or other written agreement with Fynd Platform relating to access to the Fynd Platform APIs or participation in the Partner Program.

1.16. “Partner Account” means a Fynd Platform Partner Program account.

1.17. “Partner Program” means the resources and incentives made available by Fynd Platform to Partners to create themes and extensions for Sellers on Fynd Platform, and is available at /docs/guide/partners-program/intro.

1.18. “Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.

1.19. “Public Extension” means an Extension that accesses the Fynd Platform API via an API Client and that is made available to Seller via the Extensions Marketplace.

1.20.“Private Extension” means an Extension that accesses the Fynd Platform APIs via an API Client and is made available to a single Seller.

1.21. “Private API Credentials” means the API Credentials generated through the Fynd Platform Panel that provide access via the Fynd Platform API to the specific Seller Store to which such credentials relate.

1.22. “Sensitive Personal Information” means Personal Information that can reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, sexual orientation or sex life. Sensitive Personal Information also includes biometric data that can uniquely identify a natural person, payment information (including payment card or bank account numbers), and government identifiers that uniquely identify a natural person such as a social insurance number or passport number.

1.24. “Fynd Platform Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Fynd Platform; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.25.“SDK” means Software Development Kit and it typically includes a range of libraries, APIs, and documentation that you can use to build Extensions.

1.26.“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Fynd Platform API.

2.GENERAL​

2.1. We authorize you to view, use and access Fynd Platform APIs solely with respect to Services provided on Fynd Platform.

2.2. These API Terms as set out herein specifically govern your access and use of Fynd Platform APIs which may be used by Sellers to inter alia create their own website / store front and list their products/goods/consumables (“Products”) through Fynd Platform along with other relevant details.

2.3. By accepting this Agreement, you affirm that you are 18 (Eighteen) years of age or above and are fully competent to enter into this Agreement, and to abide by and comply with this Agreement. If you are below 18 (Eighteen) years of age, it is assumed that you are using/browsing Fynd Platform under the supervision of a parent or legal guardian and that such parent or legal guardian has read these API Terms and agrees with the same, including terms of purchase of Service(s) on your behalf. In the event we are made aware that a user is under the age of 18 years and has been using/browsing Fynd Platform without the supervision of their parent or legal guardian, then in such case, we reserve the right to deactivate such account without further notice. Further, if you are using the Services on behalf of a company or organization, you represent that you have authority to act on behalf of such entity, and that such entity accepts these API Terms.

2.4. Except in the case of Private API Credentials, in order to access and use the Fynd Platform API, Developer must obtain an API Client by registering for a Partner Account and agree to the terms and conditions of the Partner Program Agreement (URL-________) or any other written agreement with Fynd Platform relating to Developer's access to and use of the Fynd Platform API and participation in the Partner Program.

2.5. If a Developer is accessing and using the Fynd Platform API by Private API Credentials, they may only do so with the express authorization of the account owner for the applicable Seller Store, and only for the purposes of providing their services to the Seller to whom the Private API Credentials relate.

2.6. Except as permitted herein, (A) you must keep the API Credentials and all login information for your Fynd Platform Account and Partner Account secure, (B) you may not share the API Credentials with any third party, and (C) you will not access the Fynd Platform API by any means other than the API Credentials you receive. API Credentials are the exclusive property of Fynd Platform, and your access to and use of API Credentials is in Company’s sole discretion.

2.7. Seller may use a Developer for its Seller store by signing an agreement with such Developer to (A) protect any Seller Data that it receives from Fynd Platform (that is at least as protective as Fynd Platform’s terms and policies), (B) limit their use of Seller Data solely for the purpose of providing their services to the respective Seller Store (and not for their own purpose or any other purpose), and (C) keep the Seller Data secure and confidential. Seller must ensure that the Developer(s) comply with these API Terms and any other applicable Fynd Platform terms and policies. Further, Seller acknowledges and agree that any act or omission by a Developer amounting to a breach of these API Terms, will be deemed to be a breach by such Seller. If requested, Seller will provide a list of its Developer(s) to Fynd Platform.

2.8. Access to APIs or SDKs that are not covered in the Fynd Platform APIs, may require a separate written agreement between such Developer and Company.

3. MODIFICATIONS​

3.1. We reserve the right, in our sole and absolute discretion, to update or change any portion of these API Terms at any time. However, we may make changes that materially adversely affect your use of the Services or your rights under these API Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

3.2. Any changes to the API Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we post such updated API Terms, constitutes your acceptance of the changes and consent to be bound by these API Terms, as amended. If you do not agree to the amended API Terms, you must stop accessing and using the Services.

3.3. We reserve the right to deny access, at any time, including the termination of membership and deletion of Account, to anyone whom we believe has violated any provision of these API Terms or the Acceptable Use Policy.

4. USING THE FYND PLATFORM API​

4.1. API LICENSE

Subject to these API Terms, Fynd Platform grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Fynd Platform API solely in connection with developing, implementing and distributing Extension(s) that interoperates or integrates with the Services, and solely in the manner described in these API Terms and in the technical documentation contained in the Fynd Platform API.

4.2. API RESTRICTIONS

  • When using the Fynd Platform API, you will (and will ensure that your employees, agents and Developer(s) will):

    1. only use the Fynd Platform API (including SDKs) to develop and distribute Extensions or content for your use of the Services;
    2. restrict disclosure of the API Credentials, or any part thereof, to only your agents and employees who must require access to use, maintain, implement, correct or update your Extension in accordance with the API Terms, and who are subject to confidentiality obligations the same as or greater than those contained herein;
    3. not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the API Terms to any third party;
    4. not use or access the Fynd Platform API or the Services in order to monitor the availability, performance, or functionality of the Fynd Platform API, the Services or any portion thereof or for any similar benchmarking purposes;
    5. not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Fynd Platform API;
    6. not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, Extensions or other properties or services of Fynd Platform or any third party. For the avoidance of doubt, interference with any Services feature used in connection with Fynd Platform Checkout without Company’s express written authorization is prohibited;
    7. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
    8. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Fynd Platform API, Seller Data, any Seller Store, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
    9. not bypass Fynd Platform API restrictions for any reason, including automating administrative functions of the Fynd Platform Panel;
    10. not, except as authorized by Company in writing, replicate products or services offered by Company or any Fynd Platform Related Entity, including the Fynd Platform APIs.
    11. not develop Extensions that excessively burden the Fynd Platform system, distribute spyware, adware or other commonly objectionable programs;
    12. not develop an Extension whose primary purpose is to migrate Sellers off of Fynd Platform;
    13. not access or use the Fynd Platform APIs to develop or distribute the Extension in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Fynd Platform Acceptable Use Policy;

  • When using the Fynd Platform API, Developer will ensure that they do:

    1. not request more than the minimum amount of data from a Fynd Platform API needed by your Extension to provide the Seller the intended Extension functionality, or any data outside any permissions granted by the Seller;
    2. not falsify or alter any unique identifier in, or assigned to your Extension, or otherwise obscure or alter the source of queries coming from an Extension;
    3. not include code in any Extension which performs any operations not related to the services provided by the Extension, whether or not Developer has obtained Seller’s consent to do so, and whether or not the Extension obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Extension which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining.
    4. not use an alternative to Fynd Platform Checkout for web checkout or payment processing, or register any transactions through the Fynd Platform API in connection with such activity, without Fynd Platform’s express written authorization;
    5. not, except with Company’s prior written consent, develop or distribute any Extension that has as its purpose the transfer, sharing, selling, disclosing or otherwise providing of Seller Data to any third party. In addition, any such third party must be bound by these API Terms or another written agreement acceptable to Company addressing the use of Seller Data;
    6. not make Private Extensions available to or for use by more than one Seller. For the avoidance of doubt, this means that Private Extensions may not be installed by more than one Seller. For clarity, a Seller may have more than one Seller Store. In the event of any breach of this provision, and in addition to all other rights and remedies available to Company under these API Terms and under applicable law, Company will have the right to: (a) take any action it deems necessary including but not limited to immediately terminating some or all Developer's rights under these API Terms, and (b) determine, in its sole discretion, that the Extension is deemed to be a Public Extension and subject to both these API Terms and the Partner Program Agreement and
    7. not request a Seller to create webhook subscriptions from the Fynd Platform Panel. Any webhook subscriptions required by a Developer must be created using a Public Extension or Private Extension.

4.3. FYND PLATFORM API LIMITS

Company may set and enforce limits on Developer’s use of the Fynd Platform API (limiting the number of requests that they may make or the number of Sellers they may serve), in its sole discretion. Developer agrees to and will not attempt to circumvent such limitations. If Developer would like to use any Fynd Platform API beyond these limits, they must obtain Company’s express written consent (and Company may decline such request or agree to conditional acceptance based on additional terms and/or charges agreed between the parties). To seek such approval, contact us via the Partner Panel at [email protected] .

4.4. OPEN SOURCE SOFTWARE

Some of the software packages, libraries, or components required by or included in the Fynd Platform API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the Open Source Component license expressly supersedes the API Terms, your use, reproduction and distribution of any such Open Source Components is governed by the terms of the applicable open source software license and not this Clause 4.4.

4.5. FEEDBACK

If you provide any feedback (including identifying potential errors and improvements) to Fynd Platform concerning the Fynd Platform API or any aspects of the Services (“Feedback”), you hereby assign to Company all right, title, and interest in and to the Feedback, and Company is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Fynd Platform API or the Services and to create other products and services. Company will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.

5. CHANGES TO THE FYND PLATFORM API​

5.1. UPDATES

Company reserves the right to require you to install or update any and all software to continue using the Fynd Platform API and the Services. You acknowledge that Company may make Updates to the Fynd Platform API from time to time, and at its sole discretion. You must implement and use the most current version of the Fynd Platform API and to make any changes to your Extension(s) that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Extension(s) accesses or communicates with the Fynd Platform API. Your continued access or use of the Fynd Platform API following an update or modification will constitute binding acceptance of the Update.

5.2. ACCESS AND USE

We may change or discontinue the availability of some or all of the Fynd Platform API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Fynd Platform API. Your continued use of the Fynd Platform API following a subsequent release will be deemed your acceptance of modifications.

5.3. BETA SERVICES

From time to time, Company may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Company will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Company and subject to the confidentiality provisions in these API Terms. Company makes no representations or warranties that the Beta Services will function. Company may discontinue the Beta Services at any time in its sole discretion. Company will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Company may change or not release a final or commercial version of a Beta Service in its sole discretion.

6. FYND PLATFORM PROPRIETARY RIGHTS​

6.1. The Services, the Fynd Platform API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Company or Fynd Platform Related Entities or otherwise related to the Services, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “Fynd Platform Property”) will be and remain the sole and exclusive property of Company. To the extent, if, ownership of any Fynd Platform Property does not automatically vest in Company by virtue of the API Terms, and vests in you, you hereby transfer and assign to Company, upon the creation thereof, all rights, title and interest you may have in and to such Fynd Platform Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

6.2. As between Seller and Company, Fynd Platform shall own all right, title and interest in any Seller Data that Fynd Platform receives as a result of a Seller’s installation or use of an Extension, and all such Seller Data shall be subject to the Fynd Platform Terms of Service and the Fynd Platform Privacy Policy.

6.3. Company does not acquire ownership in your Extension, and by using the Fynd Platform API, you do not acquire ownership of any rights in the Fynd Platform APIs or the content that is accessed through the Fynd Platform APIs.

7. FYND PLATFORM TRADEMARKS​

7.1. You acknowledge and agrees that: (i) you will use Fynd Platform Trademarks only as permitted hereunder; (ii) you will use the Fynd Platform Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Company in writing from time to time, including brand assets accessible from the Partner Program website; (iii) the Fynd Platform Trademarks are and shall remain the sole property of Company; (iv) nothing in these Terms shall confer on you any right of ownership in the Fynd Platform Trademarks and all use thereof by you shall inure to the benefit of Fynd Platform; (v) you shall not, now or in the future, apply for or contest the validity of any Fynd Platform Trademarks; and (vi) you shall not, now or in the future, apply for or use any term or mark confusingly similar to any Fynd Platform Trademarks.

8. PRIVACY & DATA SECURITY​

8.1. Access to Seller Store : Prior to Developer accessing a Seller Store or any Seller Data, the Seller must grant Developer access (A) through a consent screen provided by Company at the time the Extension is installed by a Seller, or (B) to the Seller’s Private API Credentials. Any other access to or use of a Seller Store or Seller Data by Developer is strictly prohibited and is a violation of the Terms.

8.2. Seller must warrant that if the Developer that is onboarded by the Seller accesses Seller Data, then such Developer will (and will ensure that its employees, agents and service providers will):

  • not use, access, store, or make copies of the Seller Data or any other data relating to a Seller, Seller Store or Customers that Developer receives via the Extension or the Fynd Platform API except as necessary to provide the Extension services to the Seller;
  • not share, sell, disclose or otherwise provide such information to any third party, except as provided for in the Terms;
  • except where prohibited or varied by applicable law, delete all originals, copies and reproductions of the Seller Data within 30 days;
  • provide the Seller (or where required by applicable law, the Customer) with access to a structured, commonly used, and machine-readable copy of any Personal Information that the Developer may have by way of providing its Extension services to the Seller;
  • not use information from Sellers or Customers for competitive benchmarking;
  • not communicate with Customers directly or indirectly, provided however that Developer may contact Customers if the information is obtained from another source, such as from the Customers themselves, or if Developer has obtained consent to do so from the Seller;
  • ensure that Seller has obtained effective consent from the Customers, to the extent such consent is legally required, before Seller provides Fynd Platform with information that is independently collected from them;
  • not directly or indirectly transfer any data Developer receives from Fynd Platform (including anonymous, aggregate or derived data) to any third party or any other Extension they may own, except as necessary to provide their Extension’s services or if expressly authorized by the Seller;
  • not put Seller Data or any other data Developer receives from Fynd Platform in a search engine or directory, or include web search functionality on Fynd Platform, except as necessary to provide its Extension’s services;
  • notify Fynd Platform of any actual or suspected breach or compromise of Seller Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Fynd Platform Partner Support via email at [email protected]. Upon learning of the Data Breach, at Developer’s own cost, Developer will: (A) promptly remedy the Data Breach to prevent any further loss of Seller Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Company, the Fynd Platform Related Entities, Sellers or Customers; and (D) promptly answer questions from Company relating to the Data Breach, regularly communicate the progress of your investigation to Fynd Platform and cooperate to provide Fynd Platform with any additional requested information in a timely manner.

8.3. Regulatory Compliance

8.3.1. You will, and will ensure that your Developer(s), employees and agents will, comply with all applicable laws or regulations implemented pursuant hereto.

8.3.2. You will only use the approved pixels, tags, or other forms of tracking technologies made available by Fynd Platform in the Partner Account on the listing page for your Extension in the Extensions Marketplace.

9. SECURITY​

9.1. YOU AGREE THAT COMPANY MAY MONITOR USE OF THE FYND PLATFORM API TO ENSURE QUALITY, IMPROVE ITS PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THESE API TERMS. This monitoring may include Company accessing and using your Extension, for example to identify security issues that could affect Fynd Platform or Sellers. You will not interfere with this monitoring. Company may use any technical means to overcome such interference. Company may suspend access to the Fynd Platform API by you or your Extension without notice if you violate any of these API Terms.

9.2. Developer’s/Partner’s networks, operating system and software of your web servers, routers, databases, and computer systems (collectively, “Developer/Partner System”) must be properly configured to internet as per industry standards so as to securely operate their Extension and protect against unauthorized access to, disclosure or use of any information they receive from Fynd Platform, including Seller Data. If Developer/Partner does not completely control some aspect of the Developer/Partner System, then Developer/Partner will use all influence that it has over the Developer/Partner System to do so. Developer/Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

10. DISCLAIMER OF WARRANTIES​

The Services and the Fynd Platform API are provided “as-is”. Company makes no warranties hereunder, and Fynd Platform expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Company further disclaims all representations and warranties, express or implied, that the Services or the Fynd Platform API satisfies all of your requirements or will be uninterrupted, error-free or free from harmful components.

11. LIMITATION OF LIABILITY​

11.1. Company shall have no liability with respect to the API Terms, the Fynd Platform API, the Services or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the API Terms, the Services or the Fynd Platform API, even if Company has been advised of the possibility of such damages. In any event, Company’s aggregate liability to you under these API Terms for any reason will be limited to Rs. 10,000 (Rupees Ten Thousand only). This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

11.2. The relationship between a Seller and a Developer is strictly between the Seller and such Developer and Company is not obligated to intervene in any dispute arising between the Seller and such Developer. Under no circumstances shall Company be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Developer’s relationship with any Seller. These limitations shall apply even if Company has been advised of the possibility of such damages.

11.3. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

12. INDEMNIFICATION​

12.1. You agree to indemnify, defend and hold harmless Company and any Fynd Platform Related Entities and the directors, officers, employees and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under the Terms; (b) your gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Fynd Platform and Fynd Platform Related Entities made by you to any third party; (d) your or your Developer’s access to or use of the Fynd Platform API; (e) any third party claim that your products or services, including any Extension, infringes the intellectual property or other rights of a third party; (f) the performance, non-performance or improper performance of the your products or services, including any Extension; (g) your relationship with any Seller and/or Developer; and (h) breach of any applicable data protection laws by you and/or your Developer.

12.2. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide you with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under the API Terms. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that you shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim, you will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

12.3. In the event of any breach or threatened breach by you of any provision of Clause 4 (Using the Fynd Platform API), Clause 6 (Fynd Platform Proprietary Rights), Clause 8 (Privacy and Data Security), Clause 9 (Security) or Clause 13 (Confidentiality), in addition to all other rights and remedies available to Fynd Platform under these API Terms and under applicable law, Fynd Platform shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate your rights under these Terms and (c) be indemnified for any losses, damages or liability incurred by Fynd Platform in connection with such violation, in accordance with the provisions of this Clause 12.

13. CONFIDENTIALITY​

13.1. During the Term of this Agreement, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”).

13.2. For the avoidance of doubt, the Fynd Platform API and API Credentials are deemed to be Company’s Confidential Information. The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy and take appropriate measures to protect the security and integrity of Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of this Agreement, ensuring that they comply with same level of obligation in maintaining the Confidentiality under this Agreement.

13.3. Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

  1. Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;
  2. Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;
  3. Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;
  4. Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and
  5. Has been disclosed pursuant to the requirements of Applicable Law, any Governmental Authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

13.4. Neither Party shall disclose this Agreement and the term of this Agreement to any other person without the consent of the other Party.

13.5. The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement, may cause irreparable harm to the non-disclosing Party, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the disclosing Party under this Agreement or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.

13.6. These API Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.

14.DATA PROTECTION​

  1. You shall comply with all reasonable care with respect to protecting personal data that you may receive in connection with its performance of this Agreement. You shall implement adequate security measures to protect personal data commensurate with such measures that you have in place to protect personal data of your own employees, customers and suppliers, not disclosing such personal data to any third-party and complying with all applicable data privacy laws.
  2. Company shall collect, use, store or otherwise process any data, whether or not personal in nature, from data source available in the public and use it for the purpose of performing its obligations under this Agreement and for its internal business operations.
  3. Seller hereby represents and warrants, on its own behalf as well as on behalf of its Developer(s), it has requisite consent/permission under Applicable Law and policies to collect, store share or otherwise use, display or publish any data and information (including but not limited to personal data received from the end-customers and or any other third-party) (“Customer Data”) in connection with Services and will keep Company, fully indemnified against any third-party claims arising out of or in relation to such Customer Data.
  4. You shall promptly notify Company of any information security breaches or incidents that could impact the performance of either Party’s obligations under this Agreement. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.

15. BREACH AND TERMINATION​

15.1. Without limiting other remedies that Fynd Platform may pursue, Company may at its sole discretion take such action as it deems fit, terminate or suspend your access to the Fynd Platform API at any time. Without limiting the foregoing, Company may terminate your right to use the Fynd Platform API if you breach the API Terms or any documents incorporated by reference in these API Terms (including the Fynd Platform Terms of Service and Acceptable Use Policy). Termination or suspension of Developer’s access to the Fynd Platform API may negatively affect Sellers who use such Developer's Extension.

15.2. In case your access or use of the Fynd Platform API is terminated for any of the reasons mentioned hereinabove, Company and its personnel shall not be liable for any damages, losses, direct, indirect, immediate or remote, interests or claims that may occur to you or to any third party.

15.3. You agree and acknowledge that Company, in its sole discretion, without prior notification or intimation, may terminate your access, to all or part of Fynd Platform API, or cease to provide accessibility to Fynd Platform API, for reasons including but not limited to:

  1. In response to the requests of law enforcement agencies or other government institutions;
  2. In response to your own request;
  3. Unforeseeable technical issues;
  4. Occurrence of an event outside our control.

15.4. No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your access has been suspended or blocked, you may not register or attempt to register on Fynd Platform or use Fynd Platform in any manner whatsoever. Notwithstanding the above, if you breach the API Terms or any other policies of Fynd Platform or other guidelines incorporated therein by reference or any other agreements entered into by the Company and you in addition to these API Terms, Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.

15.5. All your obligations and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

15.6. Consequences of Termination: Upon such termination by either Party for any reason:

  • (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information)
  • (b) you shall immediately cease displaying any Fynd Platform Trademarks on any website or otherwise
  • (c) all rights granted to you hereunder will immediately cease, including the right of your access and use the Fynd Platform API.

16.THIRD PARTY INTERACTION & LINKS TO THIRD PARTY WEBSITES​

In your use of Fynd Platform API, you may enter into correspondence with Customers, service providers, sell products and/or services, or participate in promotions of advertisers or members or sponsors of Fynd Platform or access any other third-party website linked to Fynd Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for products, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that we have no liability, obligation or responsibility for any such correspondence, purchase or promotion, access or usage of any third-party website and the contract under such instances remains between you and any such third party.

17.GOVERNING LAW AND JURISDICTION​

These Terms are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms or any dispute arising in relation to Fynd Platform whether in contract or tort or otherwise, to submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

18.CUSTOMER CARE SUPPORT​

In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Services being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:

Shopsense Retail Technologies Limited 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093 Email: [email protected]

19.GRIEVANCE OFFICER​

In accordance with the applicable law, any grievances which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Services being availed hereunder, may be directed by you to such grievance officer at the below mentioned coordinate:

Name: Sana Kazi Designation: Grievance Officer Email Address: [email protected] Registered Office: Shopsense Retail Technologies Limited 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

20.NODAL OFFICER​

Name: Abhimanyu Mallik Designation: Nodal Officer Email Address: [email protected] Registered Office: Shopsense Retail Technologies Limited 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

21.FORCE MAJEURE​

We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.

22.WAIVER​

No provision in these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by us. Any consent by us to, or waiver of your breach, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

23.SEVERABILITY​

If any provision of these API Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these API Terms and the remainder of these API Terms will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these API Terms will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

24.NON-EXCLUSIVITY​

Both the Parties agree that this Agreement is entered into on a non-exclusive basis and that both Parties shall be free to engage any third-party as its client/service provider to procure/provide similar or identical Services.

25.MISCELLANEOUS​

These API Terms supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the use of Fynd Platform API, and the rights and liabilities with respect to any Services to be provided by us shall be limited to the scope of these API Terms.


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