Welcome to Fynd Partner!
The website https://partners.fynd.com/ (“Website”) including related mobile site, if any (collectively called “Platform”) is owned and operated by Shopsense Retail Technologies Limited ( “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.
The Company also owns and operates an omnichannel platform viz www.platform.fynd.com including the related mobile site (collectively called “Fynd Platform”) catering to numerous brands/clients/merchants (“Seller”) who can build and operate their e-commerce websites (“Seller's Website”) on Fynd Platform.
The terms and conditions as set out hereinbelow (“Terms”) constitute an agreement between the Company and any natural or legal person (including any legal heirs, administrators or successors) who accesses, uses and/or offer any Partner Services (defined hereinafter) using the Platform, post creating a Partner Account (defined hereinafter) (referred to as “Partner”/ “you” / “your”) in any manner or uses any current or future service or functionality or any offer made available on the Platform, as updated from time to time.
If you do not agree with any of these Terms and/or Platform Policies, please do not use the Platform. If you have any questions about these Terms, please contact us at firstname.lastname@example.org for assistance.
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 Terms that govern your use of the Platform. Every time you wish to use the Platform, please check these 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 the Platform or suspend the operation of the Platform for support or maintenance work, at any time.
We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.
These Terms as set out herein specifically govern the access and use of the Platform by you for the purpose of;
- offering your product and/or services including but not limited to, development of any extensions, applications, themes, interfaces, ancillary service(s) for the Sellers on the Seller’s Website powered by Fynd Platform and/or;
- offering your product and/or services including but not limited to referral service(s) to the Company (“Partner Services”).
You acknowledge that you will access and use the Platform solely in relation to provision of Partner Services. You further acknowledge that certain Partner Services shall be hosted on Fynd Platform by the Company, subject to the terms of this Agreement (“Service(s)”).
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 the Platform under the supervision of a parent or legal guardian and that such parent or legal guardian has read these Terms and agrees with the same. In the event we are made aware that you are under the age of 18 years and has been using/browsing the 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 Platform on behalf of a company or organisation, you represent that you have authority to act on behalf of such entity, and that such entity accepts these Terms.
We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms at any time. We may be required to make changes that materially and/or adversely affect your use of the Platform or your rights under these 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.
Any changes to the Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Platform after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing and using the Platform.
We reserve the right to deny access, at any time, including the termination of membership and deletion of Account (defined hereinafter), to anyone whom we believe has violated any provision of these Terms or any other Platform Policies.
You agree that the sole purpose of registering on or using the Platform, is to enable yourself to offer Partner Services and that you shall not use the Platform in any manner whatsoever for any other purpose other than as mentioned in these Terms or for purposes which are not permitted under the applicable law.
To access and use the Platform and to offer Partner Services, you shall be required to create an account on the Website ("Account"). To create the Account, you shall be required to provide your name, mobile number and/or email address (which shall be treated as “Login Details”) and create a strong password for your Account.
Once your Account is created, you can log into your Account by providing your Login Details. Thereon, you shall receive a One Time Password (“OTP”) on either your registered mobile number or email address.
Thereon, you must provide your organization details viz organization name, details, email address, contact details, website URL, address, GSTIN certificate and/or PAN of the organization and such other details as may be required to be filled in to create your partner organization with the Company (“Partner Organization”).
We have the right to reject your registration for an Account, or cancel an existing Account, for any reason, at the sole discretion of the Company.
You confirm that you are accessing the Platform for the purposes of carrying on a commercial/business activity and not for any personal, household or family purposes.
You will: (a) immediately inform us of any unauthorized use of the Account or any other security breach; and (b) ensure that you log out of your Account at the end of each session.
You are responsible for keeping your Account secure and for preventing unauthorized access to your Account. The Company cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account. You shall remain solely liable for all the actions, authorized or unauthorized, undertaken through your Account.
We, our employees, agents, directors, officers and affiliates will not be liable for any losses, direct or indirect, arising from your failure to comply with these Terms. You may be held liable for any losses incurred to us or any other user due to unauthorized use of your Account. We reserve the right to refuse access to the Platform, terminate fraudulent Accounts, at any time without notice to you.
Technical support in respect of the Services is only provided to registered Partners. Questions about these Terms should be sent to us at email@example.com.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use and/or access of the Services, without the express written permission of the Company.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Platform, including using any tool to enable features or functionalities that are otherwise disabled on the Platform and/or in the Services, or decompile, disassemble or otherwise reverse engineer the Platform.
You agree not to access the Platform or monitor any material information from the Platform using any robot, spider, scraper, or other automated means. More details can be read in the Fynd Platform Acceptable Use Policy.
You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any products or services you develop, create, provide, offer through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to us or our affiliates.
The person signing up on the Platform by creating an Account and filling required details under Partner Organization will be the contracting party for the purposes of these Terms and will be the person who is authorized to use the Account (“Partner Account”) in connection with the Services. You are responsible for filling required details and information along with submission of documents, if any.
If you are signing up on the Platform on behalf of your company or organisation or employer, then such company/organisation/employer shall be deemed to be the Partner. You represent and warrant that you have the authority to bind such company/organisation/employer to these Terms.
You can create one or more staff accounts (“Staff Account”) allowing other people to access the Partner Account. Each Staff Account must include a full legal name and a valid email account. With Staff Account, the Partner can set permissions and let other people work in the Partner Account while determining the level of access by Staff Account to specific business information (in the “Team” section).
The Partner shall be responsible for: (a) ensuring it’s employees, agents and subcontractors, accessing the Partner’s Account and/or Staff Account, comply with these Terms; and (b) any breach of these Terms by the Partner’s employees, agents or subcontractors. The Partner acknowledges and agrees that the Partner shall be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts or assigns any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the Partner.
COMMUNICATION AND UNSUBSCRIPTION
By accepting these Terms, you also accept to receive news, updates, offers/ campaign related SMS and emails to the registered mobile phone number and email address provided by you. By accessing and using the Platform and/ or verifying your contact number / email address with us; by accepting these Terms; by accepting or receiving and not unsubscribing expressly on the consent availed by us from you via SMS, email-s, voice calls, IVR (Interactive Voice Response) or any other modes and methods of communication you explicitly consent to receive such communications (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any new services or offerings, even if your contact number is registered under the DND/NCPR list under the Telecom Commercial Communications Customer Preference Regulations, 2018.
You can unsubscribe/ opt-out from receiving marketing/ promotional communications, newsletters and other notifications from us at any time by following the instructions set out in such communications or writing to us on firstname.lastname@example.org.
You agree to provide true, accurate, up to date and complete information while signing up on the Platform or for any other purpose when prompted or requested to do so on the Platform.
Certain information you provide on the Platform in your profile may reveal, or allow others to identify different aspects of your company, business or personal life, and more generally about you. You are expressly and voluntarily accepting these Terms and supplying all such information on the Platform, including all information deemed “personal” or “sensitive” by the applicable law.
For availing the Services, you may be required to use certain devices, software, and data connections, which we otherwise do not supply. You are responsible for all carrier data plan and other fees and taxes associated with your use of the Platform.
You are prohibited from misrepresenting your identity and agree not to represent yourself as another user or login / register using the identity of any other person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on the Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading, at all times. We shall not be responsible in any manner whatsoever, for the authenticity of the personal information or sensitive personal data or information supplied by you to us or to any other person acting on behalf of / representing your company or organisation or employer.
You agree that you shall be solely responsible for the Partner Services to the Sellers and/or the Company including but not limited to product, service, description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content.
You may not use the Platform for any illegal or unauthorized purpose nor may you, in the process of providing Partner Service, violate any applicable laws. You ensure that you will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to offer Partner Services) in your use of the Platform and your performance of obligations under this Terms.
You agree and acknowledge that the Company shall merely act as an online intermediary by hosting the relevant Partner Services on Fynd Platform. You further acknowledge that you and the Seller shall enter into an independent agreement, which shall govern the terms of the relevant Partner Services between you and the Seller. You further acknowledge that the Company does not at any point of time become a party in the arrangement between the Partner and the Seller with respect to Partner Services offered to the Seller.
If you are providing Platform Services to us where you are acting as a referral partner (“Referral Partner”) for referring any individual, group of individuals, firm, company or any other entity interested in availing service(s) of the Company (“Leads”) then, the Referral Partner must ensure that;
- it shall not do anything which can hamper or affect the goodwill of Company’s business, products or services;
- it’s personnel must also treat all the information, data, sales pitch, business deck, etc received during the term of this Agreement as confidential and be bound by confidentiality obligation for the same;
- it uses its best endeavours to advertise and promote Company’s business or product or service(s) to prospective Leads;
- observe all directions and instructions, if any given to it by Company in relation to the promotion and advertisement of Company’s business, product or services;
- it shall not offer or commit to offer Company’s product or service(s) at a rate lower than the rate specified/provided by Company or offer any discounts without any prior written approval of Company;
- there is no misrepresentation, exaggeration or inaccurate information provided to the Leads about Company and/or with respect to Company’s product or service(s); and
- it shall market/refer/advertise Company as preferred partner to the Leads on a non-exclusive basis.
Referral Partner agrees that the Leads shared shall not be an existing customer(s) of the Company or any person or entity which is already in negotiation and/or in discussion with the Company for availing any of services provided by the Company (“Existing Clients”). It is agreed between the Parties that the Referral Partner shall not be eligible for any commission for referring any Existing Clients.
You agree to indemnify the Company for any and all losses suffered by the Company due to your misuse of the Platform. Company is not responsible for any unsatisfactory or non-performance of Partner Services or damages or delays caused by you, as a result of any shortcoming at your own end in fulfilling the Seller and/or Company’s expectations.
You shall not abuse or misuse the Platform or engage in any activity which violates these Terms. In any such case, Company may suspend your Partner Account or permanently debar you from accessing the Platform.
We respect the intellectual property of others and expect you to do the same. We reserve the right to remove any/all of Partner Services hosted on Fynd Platform, alleged to be infringing any other person’s intellectual property rights, without prior notice, at our sole discretion. If you believe that your content has been copied in a way that constitutes copyright infringement, please report this at email@example.com.
You confirm that these Terms hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which you are a party or by which you are bound or to which any of your property or assets are subject, conflict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any authority that would materially and adversely affect the performance of your duties hereunder. You have obtained all consent, approval, authorization of authority required for the execution, delivery and performance of your respective obligations hereunder. If the Company suffers any loss or damages or a claim is made by any person against the Company or on the Platform, as a result of a breach or default or contravention on your part of these Terms, you agree to forthwith upon delivery of notice by the Company, make good such losses or damages or claim amounts suffered by the Company.
You confirm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other authority which would prohibit your entering into or performing obligations as per these Terms.
You confirm that you shall not transfer Partner Account and/or Staff Account and shall not assign any rights and obligations under these Terms to any third party without the specific prior written permission of the Company.
You represent and warrant that Partner is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
You agree and acknowledge that in case if the Partner is independently engaged by the Seller or is acting as an agent for or on behalf of a Seller, for providing Partner Services on the Platform, then the consideration for the Partner Services shall be, as discussed and decided independently between the Partner and the Seller. The Company shall, other than allowing the Partner to use the Platform, not be liable for the said Partner Services to the Seller nor be accountable for any payment obligations to the Partner thereon.
Partner agrees and acknowledges that the Partner shall be solely responsible to the Sellers with respect to the Partner Services including but not limited to any deficiency, fault, error, bugs, glitches, viruses, installations, use, marketing, distribution, access, customer support etc in the Partner Services.
You agree that the Company reserves the right to evaluate, the relevant Partner Services, before hosting the same on Fynd Platform, which shall have to be in accordance with: (a) the terms of this Agreement and the service levels, timelines, performance and quality standards, specifications and other criteria as may be communicated or intimated by the Company to you from time to time; and (b) industry standards, as applicable to the Partner Services (collectively, the “Standards”). Company will approve the Partner Services only if the same conform to the Standards.
You agree and undertake that you are legally permitted to offer, list, sell the relevant Partner Services. Your offering may include text descriptions, graphics and/or pictures and other content that describe your Partner Services for sale which must be complete and accurate, must not be misleading and corresponds directly with the appearance, nature, quality, purpose and other features of such products/services in compliance with applicable law(s). You further agree to be solely responsible for any dispute(s) and/or liability(ies) that may be raised by a Seller relating to the quality, quantity, merchantability of Partner Services.
You hereby agree in not engaging in any unfair trade practice viz manipulating price of Partner Services on Fynd Platform or imposing unjustified price for the Partner Services.
You acknowledge that the Company may have to integrate Fynd Platform with Partner’s Application Programming Interfaces (APIs) /Software Development Kits (SDKs), and that you shall inform the Company in case of any update(s)/modification(s) made in Partner’s APIs/SDKs and hereby further confirm that:
- there are no copyright claims with respect to any open source codes used in Partner’s API/SDK;
- the Partner, does not and shall not use any API/SDK on Fynd Platform, apart from those explicitly specified by the Company, in writing and ensure there is no cross linkage between Partner’s API/SDKs and any third parties API/SDK’s present in the Partner’s API/SDK;
- any data generated from API/SDK’s on the Fynd Platform shall not be transferred to the third party, without Company’s consent;
- it does not and shall not use any information for which Partner has not explicitly and/or directly taken permission from the Seller.
You are solely responsible for the activity that occurs on Partner Account and/or Staff Account and with respect to usage of API credentials, that shall be provided by the Company to you and for keeping your API credentials secure.
Partner shall ensure that Partner Services including but not limited to any extensions, themes, application and/or interfaces etc, as may be integrated with Seller’s Website, are safe & secure through-out all its phases, including but not limited to design, development, testing, deployment, installation and all stages of its operations and are free from any known web/ application/ operating system or any other related technical vulnerabilities. In case of any newly discovered technical vulnerability, affecting the Partner Services , Partner shall ensure that same is duly informed to the Company, immediately in case critical and within 24 (twenty four) working hours of first discovery of said vulnerability in all other cases.
Partner shall also ensure such technical vulnerability(s) are attended immediately, and mitigated in acceptable manner ensuring no adverse effects on the Fynd Platform/ infrastructure or technical/ business services of the Company.
Partner shall ensure full cooperation and support to Seller and/or Company and/or any designated third party in case of any incident investigation/ fraud analysis.
FEES AND PAYMENT
For any sale of Partner Services made on Fynd Platform, between you and the Seller, you agree to pay certain amount of fee (“Hosting Fees”) to the Company. You agree that the Hosting Fee is subject to change, and such change shall be as mutually agreed between you and the Company or may be published on the Platform from time to time. The Company shall raise a valid tax invoice against the Hosting Fees, which you shall settle within a period of 7(seven) working days from the date of receipt of invoice thereof.
All fees including Hosting Fees shall be exclusive of any applicable statutory taxes, levies, fees or charges, imposed by the government as per the applicable law, now in force or enacted in future (“Taxes”).
For the avoidance of doubt, all fees payable by you to the Company, under these Terms, will be paid free and clear of any deductions (including tax deductions/charges) or withholdings whatsoever. Other than Taxes charged by the Company to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority.
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale to the Seller with respect to your Partner Services.
While availing or making available any payment mode or method/s available or facilitated by the Company on Fynd Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:
- Lack of authorization of any transaction;
- Exceeding the present limit mutually agreed by you and between you and the bank;
- Any payment issues arising out of the transaction; or
- Decline of transaction for any other reason.
You shall ensure that all payments made for your Partner Services shall be compulsorily in Indian Rupees which is the acceptable mode of currency in India. Fynd Platform shall not facilitate transaction with respect to any other form of currency with respect to the purchases made on it.
In case if you avail any third party payment gateways and payment aggregator’s (“Payment Partner”) service in order to collect the payment for your Partner Service, you shall be governed by the Payment Partner terms and conditions with respect to the transactions between you and the Seller(s).
You acknowledge and confirm that the Company will not be liable for any damages, interests or claims etc. resulting from not processing a transaction or any delay in processing a transaction which is beyond control of the Company.
Referral Partner shall be entitled for a commission (“Referral Commission”) from the Company, in case of any Leads referred by the Referred Partner, who has opted or subscribed to avails any of Company’s product or service(s), for a monetary consideration (“Qualified Sales Lead”). You agree that the Referral Commission is subject to change, and such change shall be as mutually agreed between you and the Company or shall be published on the Platform from time to time.
Term. The Term shall commence from the date you complete your Account registration on the Platform and shall continue unless otherwise terminated by either or both Parties in accordance with this Clause 9 (Breach & Termination).
You may cancel your Account and terminate this Agreement at any time, by contacting us at firstname.lastname@example.org and then following the specific instructions indicated to you by us.
BREACH AND TERMINATION
Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit, limit your activity on the Platform, immediately remove your information, forthwith temporarily/indefinitely suspend or terminate or block Partner Account/Staff Account, and/or refuse to provide you with access to the Platform or initiate any legal action it may deem fit, particularly in the event:
- You have committed a material breach of this Terms and/or Platform Policies or documents incorporated herein by reference and have failed to remedy the same within a period of 15 (fifteen) days from the date of receipt of a notice of breach from us;
- any misuse of Partner Account/Staff Account;
- in case the Company is unable to verify or authenticate any information provided by you;
- if the Company believes that your actions may cause legal liability to the Company, to the Sellers or yourself;
- Company suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the offering of Partner Services or usage of the Platform;
- Your failure to make payments of any fees to the Company for a period more than 2 (two) consecutive months;
- You do not possess / produce the requisite legal or compliance document(s), license(s), certification(s), registration(s), required to sell or offer Partner Services ;and
- You have filed a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up.
In case your access or use of the Services 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.
You agree and acknowledge that we, in our sole discretion, with or without prior notification or intimation, may terminate your access, to all or part of the Platform, or cease to provide accessibility to the Platform, for reasons including but not limited to:
- In response to the requests of law enforcement agencies or other government institutions;
- In response to your own request;
- Unforeseeable technical issues;
- Occurrence of an event outside our control.
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your Partner Account/Staff Account has been suspended or blocked, you may not register or attempt to register on the Platform or use the Platform in any manner whatsoever. Notwithstanding the above, if you breach the Terms or the Platform Policies, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate law enforcement or other relevant authorities for initiating criminal or civil or other proceedings against you.
Without prejudice to any other rights of the Company, a suspended account shall continue to remain suspended until you make the complete outstanding payment including claims, compensation, damages, etc. if any, or rectify the non-compliance / breach / default, during the Term.
You will be responsible for any breach of the Terms by your affiliates, agents, employees or subcontractors and will be liable as if it were your own breach.
All your obligations and liabilities incurred prior to the termination date shall survive even after you terminate your use of the Platform, for all purposes.
Consequences of Termination Upon such termination by either Party for any reason:
- We shall revoke your access to Partner Account and Staff Account and take custody or control of the same and disable such accounts within 10 days of receipt of notice for termination;
- We shall enforce that you cease to use and return any/all intellectual property, Confidential Information (if any) that belongs to the Company;
- If there are any outstanding fees owed by you at the date of termination, you will receive one final invoice via email, which you must settle immediately within 7 (seven) business days from the date of such invoice;
- If there are any outstanding fee owed to you by the Company for your Partner Services provided to the Company, then the Company shall make the payment post the effective date of such termination;
- Both the Parties shall endeavour to perform respective obligations up to the date of termination in business-like manner;
- Partner shall be regarded as discharged from any further obligations upon expiry of date of termination, only after due payment of any outstanding fees to the Company; and
- Unless otherwise provided in these Terms, you will not be entitled to any refunds of any fees, pro rata or otherwise.
DISCLAIMER OF WARRANTIES, INACCURACIES & ERRORS
The Platform may be under constant upgrades, and some functions and features may not be fully operational.
Due to the vagaries that can occur in the electronic distribution of information and due to the limitations inherent in providing information obtained from multiple sources, there may be delays, omissions, or inaccuracies in the content provided on the Platform or delay or errors in functionality of the Platform. As a result, we do not represent that the information posted is correct in every case.
The Company disclaims all liability that may arise due to any violation of any applicable law including the law applicable to products and/or services offered by the Partner to the Seller.
We do not warrant that the Platform and/or the Services will be uninterrupted, timely, secure, free of defects or error-free in material or title.
We are not responsible for any of your tax obligations or liabilities related to the use of the Platform.
While the materials Content (defined hereinafter) on the Platform were prepared to provide accurate information regarding the subject discussed, the information contained in these materials are being made available with the understanding that we make no guarantees, representations or warranties whatsoever, whether expressed or implied, with respect to professional qualifications, expertise, quality of work or other information herein. Further, we do not, in any way, endorse any service offered or described herein. In no event shall we be liable to you or any third party or the Seller for any decision made, or action taken in reliance on such information.
The information provided hereunder is provided “as is”. We do not make any warranties, and, to the greatest extent permitted by law, expressly disclaim all other warranties, guaranties, conditions, and representations, whether oral or written, expressed or implied, or arising by usage of the Platform, including, but not limited to, the merchantability of the Services, programming errors, its fitness for a particular purpose and meeting your requirements.
We shall not be liable to you or anyone else for any losses or injury arising out of or relating to the information provided on the Platform and/or Fynd Platform. In no event will we or our personnel or affiliates, be liable to you or any third party for any decision made, or action taken by your reliance on the content contained on the Platform and/or Fynd Platform.
Further, we specifically disclaim, any and all warranties, and you agree we do not warrant and assume no responsibility for the accuracy of the content on the Platform or its completeness and reliability.
THE PLATFORM AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE, FOR OURSELF AND ANY THIRD-PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO THIS WEBSITE, MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO THE PLATFORM, THE INFORMATION OR ANY PRODUCTS OR SERVICES TO WHICH THE INFORMATION REFERS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, YOUR USE OF THE PLATFORM OR YOUR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
To the extent permitted by applicable law, we, our officers, agents, employees and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, injury caused due to the failure of performance, omission, defect of products, or deletion, interruption, error, delay, virus, communication, unauthorised access, theft, destruction, alteration or use of records on the Platform.
It is possible that other users (including unauthorized users or hackers) may post or transmit offensive or obscene materials on the Platform and that you may be involuntarily exposed to such offensive and obscene materials. It is also possible for others to obtain personal information about you due to your use of the Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the Platform, you acknowledge and agree that we are not responsible for the use of any personal information that you disclose or share with others on the Platform. Please carefully select the type of information that you disclose or share with others on the Platform.
INTELLECTUAL PROPERTY RIGHTS
Each Party shall, solely and exclusively own worldwide, in perpetuity, including renewal and extension periods, their respective intellectual property and nothing in these Terms shall be construed as conferring ownership of the Intellectual Property rights to other Party in any manner whatsoever.
Notwithstanding anything contained in these Terms, the intellectual property rights in any software, including routines, data structures, protocols, programs, templates, interfaces, application programming interfaces, software development kits, developer tools, technical documentation, updates, and other related materials, whether in tangible or intangible form, that has been made available to you by the Company including the Platform, Account or any other products/services or deliverables created and/or developed by you for and on behalf of the Company (“Company’s Proprietary Rights”) either before or after your acceptance of these Terms, shall exclusively vest with Company, in perpetuity.
You recognize that the Company is the registered owner of the word mark ‘Fynd’ and the logo including but not limited to its variants and you shall not directly or indirectly, attack or assist another in attacking the validity of, or Company’s or its affiliates proprietary rights in, the licensed marks or any registrations thereof, or file any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of Company’s Proprietary Rights, you shall report the same at email@example.com with all relevant information.
Company hereby grants to you, for the Term, a non-exclusive, non-assignable, non-sub-licensable and revocable license to use Company’s Proprietary Rights or any other rights only to the extent as may be specifically allowed by Company in writing.
Except as specified hereinabove, nothing contained in these Terms shall be construed to grant any rights and title to the Partner in Company’s Proprietary Rights.
In addition to any other remedies available to Company under these Terms or otherwise, any unauthorized use, alteration, modification, reproduction, publication, disclosure or transfer of Company’s Proprietary Rights will entitle Company to any available equitable remedy against the Partner.
Upon termination by either or both Parties, all rights relating to Company’s Proprietary Rights, along with modifications thereto, shall continue to vest with Company.
Partner shall not reverse assemble or reverse compile or reverse engineer in any manner whatsoever or directly or indirectly allow or cause a third-party to reverse assemble or reverse compile or reverse engineer in any manner whatsoever the whole or any part of Company’s Proprietary Rights.
During the Term, 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”)
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 of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the 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 these Terms, ensuring that they comply with same level of obligation in maintaining the Confidentiality as per these Terms.
Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:
- 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;
- Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;
- 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;
- Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and
- 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.
Neither Party shall disclose these Terms to any other person without the consent of the other Party.
The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of these Terms, 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 these Terms 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.
These 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.
Destruction. On termination or expiry of this Agreement, Partner shall:
- destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Company and/or Seller Confidential Information;
- erase all the Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third Parties (to the extent technically and legally practicable); and
- certify in writing to the Company that it has complied with the requirements of this Clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials retained by a recipient Party, including as per and subject to this clause.
Both Parties shall comply with all reasonable care with respect to protecting personal data that each Party may receive in connection with its performance of these Terms. Both Parties shall implement adequate security measures to protect personal data commensurate with such measures that such Party has in place to protect personal data of its own employees, customers and Sellers, not disclosing such personal data to any third-party and complying with all applicable data privacy laws.
Partner shall be solely responsible for ensuring that all data that is made available, collected, gathered, stored in the process offering Partner Services, remains protected and that any collection, storage and/or transmission of such data complies with all applicable rules, regulations, and laws, including, but not limited to privacy laws, and shall immediately notify Company in writing of any violation hereof. Partner shall implement reasonable technical, administrative and physical procedures to protect data from unauthorized use, alteration, disclosure, distribution, or access. Partner shall ensure that upon uninstallation of Partner Service by any Seller, all the data collected herein shall be deleted and informed to the Company, in writing.
Partner shall use the said data only for fulfilling its obligations as per these Terms. Partner shall also keep Company fully protected and indemnified in case of any liability, claims etc. arising due to data misuse, leakage etc. Company reserves the right to terminate with immediate effect in case of any misuse of data provided as per these Terms.
Partner shall not sub-contract or outsource the processing of data under this Terms, to any other person or entity unless and until the Partner:
- has notified Company after seeking permission from the Seller of the identity of such third-party processor and provided a description of the intended processing to be sub-contracted or outsourced to that third party processor; and
- has imposed terms no less onerous than those contained in these Terms on such third-party processor.
- Partner acknowledges and agrees that it shall remain liable to Company for any breach by it of these Terms as a result of an act or omission of any third-party processor appointed by it.
Each Party shall promptly notify the other Party of any information security breaches or incidents that could impact the performance of either Party’s obligations under these Terms. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.
Any breach of conditions with regard to this clause by the Partner shall be deemed to be a material breach of these Terms and Company retains the right to forthwith terminate the Partner’s access of the Platform. Partner shall also, indemnify Company from and against any costs, losses, damages, proceedings, claims, expenses or demands incurred or suffered by Company which arise as a result of such breach.
THIRD PARTY INTERACTION & LINKS TO THIRD PARTY WEBSITES
In your use of the Platform and provision of your Partner Services, you may enter into correspondence with end-customers, third party service providers, sell/offer your Partner Services, or participate in promotions of advertisers or members or sponsors of the Platform or access any other third-party website linked to the Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, 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.
AVAILIBILITY AND ACCESIBILITY OF THE PLATFORM
We control and operate the Platform from India and make no representation that the materials and the content available on the Platform are appropriate to be used or will be available for use in other locations outside India. If you use the Platform from outside India, you are entirely responsible for compliance with all applicable local laws. These Terms do not constitute, nor may these Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.
Information that we publish on the world wide web may contain references or cross references to our products, programs and Services that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs or Services in your country. Consult our local business contact for information regarding the products, programs and Services that may be available to you.
We frequently monitor the Partner Account activity in order to avoid fraudulent accounts and transactions. We reserve the right to initiate legal proceedings against such persons for fraudulent use of the Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent transaction, prior to initiation of legal actions, we reserve the right to immediately delete Partner Account.
COPYRIGHTS IN CONTENT
The Platform contains material, including text, graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). All copyright and other intellectual property rights in the Content are either owned by us or have been licensed to us by the owner(s) of those rights so that we can use the Content as part of Service. We retain and confirm that copyright on all information, including text, graphics and sound and all trademarks displayed on the Platform and Fynd Platform, are either owned by us or licensed to us.
You may print off one copy, and may download extracts, of any page(s) from the Platform for your personal reference and you may draw the attention of others within your organization to material available on the Platform.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
You must not use any part of the materials on the Platform for commercial purposes without obtaining a license to do so from us or our licensors.
You may use and display the Content on your personal computer only for your internal business use subject to the grant of a limited, revocable, personal, non-exclusive and non-transferable license to you by us.
You may not: (a) copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), download, display, perform, reproduce, distribute, modify, edit, alter, enhance, broadcast or tamper within any way or otherwise use any Content contained on the Platform. These restrictions apply in relation to all or part of the Content available on the Platform; (b) copy and distribute the information on any other server, or modify or re-use text or graphics on this system or another system; (c) reproduce any part of the Content or sell or distribute the same for commercial gain nor shall it be modified or incorporated in any other work, publication or web site, whether in hard copy or electronic format, including postings to any other web site; (d) remove any copyright, trademark or other intellectual property notices contained in the original material from any material copied or printed off from the Content or the Platform; or (e) link any other material to the Content displayed on the Platform, without our express written consent.
The license granted to you does not include a license for: (a) any use of the Platform, the Services and/or of Content other than as contemplated in these Terms, (b) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any parts of Content.
If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at firstname.lastname@example.org
LICENSE AND USE OF YOUR CONTENT
You grant to us a royalty-free, perpetual, irrevocable, non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on any material developed, saved, built or posted by you on the Platform (“Partner Content”) for the purpose of providing Services under the Terms, without additional approval. We do not claim ownership of the Partner Content i.e. materials, information, pictures, pricing information, business knowledge, evaluation summary, etc. that you provide to us. . We may use our rights under this license to operate, provide, list, host, offer and promote Partner Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the Partner Content to grant this license. You irrevocably waive all moral rights you may have in the Partner Content in favour of Company and agree that this waiver may be invoked by anyone who obtains rights in the materials through us, including anyone to whom we may transfer or grant (including by way of license or sublicense) any rights in the Partner Content.
If you owned the Partner Content before providing them to us then, despite uploading them to your Account on the Platform, they remain yours, subject to any rights or licenses granted in the Terms or elsewhere.
We do not pre-screen Partner Content and it is in our sole discretion to refuse or remove any Partner Content from any part of the Services, including if we determine in our sole discretion that the products or services that are offered violates these Terms and/or applicable laws.
You agree if we become aware of inappropriate use of the Platform or any of its Services, we will respond in any way that, in its sole discretion, we deem appropriate. You acknowledge that we will have the right to report to law enforcement authorities of any actions that may be considered illegal, as well as any information it receives of such illegal conduct. When requested, we will co-operate fully with law enforcement agencies in any investigation of alleged illegal activity on the internet.
Submissions and unauthorised use of any materials contained on the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your username and/or password.
We reserve the right to terminate access to the Platform at any time and without notice. Further this limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded and printed materials. Any provision of the Terms which imposes an obligation or creates a right that by its nature will be valid after termination or expiration of the Terms shall survive the termination or expiration of the Terms.
INDEMNIFICATION AND LIMITATION OF LIABILITY
You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) your access to or use of the Platform or the Content or the Services; (b) violation or breach of this Terms and/or the Platform Policies; (c) any acts of fraud, negligence or intentional misconduct by you against us or the Seller; (d) infringement of any of Company’s Proprietary Rights or any third-party intellectual property or other rights; (e) breach of Partner Representations, Warranties, Obligations as per the Terms; (f) breach of applicable law and (g) breach of your Partner Services.
We will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.
Limitation of Liability. In no event, Company’s aggregate liability, if any, that is proven and ordered by a court of competent jurisdiction pursuant to a claim by you or person acting on your behalf, shall extend beyond Rs. 5,000/- (Rupees Five Thousand only) made pursuant to an order under which such liability has arisen and been established.
The Platform shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions, at Company’s costs, to audit and/or examine any records, Partner’s Services ,extension, systems etc to confirm Partner’s compliance with the Terms and Platform Policies. If such audit, inspection or examination establish non-compliance on the part of the Partner, Company shall have the right to forthwith either terminate this Agreement or suspend its obligations under this Agreement and require the Partner to cure such non-compliance within the prescribed timelines. The Partner undertakes to maintain records during the Term and thereafter for a period of 8 (eight) years or such time prescribed under the applicable laws, whichever is longer
DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
All disputes under this Agreement that have not been resolved as set forth above shall be resolved by e-arbitration to be conducted by a sole arbitrator, who shall be jointly appointed by the Parties from the panel of available e-arbitrators. All arbitration proceedings may be conducted through mode available on the internet or any other information and communication technology (including but not limited to video call system, telephone or mobile, fax, e-mail facilities) which can be beneficially used to solve disputes. All arbitration proceedings shall be held in accordance to the provisions of Arbitration and Conciliation Act, 1996. The language of arbitration shall be English. The arbitral award shall be final and binding on the Parties. The award may include costs, including reasonable advocates’ fees and disbursements, which shall be borne equally by both the Parties.
This Agreement shall be governed by the laws of India and, subject to the arbitration process above, the Parties agree to submit to the exclusive jurisdiction of competent courts at Mumbai, India.
From time to time, the Platform, in its sole discretion, may invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Partners (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which we 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 and subject to the confidentiality provisions in this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without our prior written consent. We make no representations or warranties that the Beta Services will function. We may discontinue the Beta Services at any time in our sole discretion. We 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. We may change or not release a final or commercial version of a Beta Service in our sole discretion.
ANTI BRIBERY AND ANTI CORRUPTION POLICY
Both Parties agree to conduct all their dealings in an ethical manner and with the highest business standards. Both Parties agree to adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind, in the course of all dealings with each other or any other third parties for the purpose of this Agreement and to comply with any anti-bribery and anti-corruption laws. Any instances of such violations will be viewed in a serious manner and Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances including terminating this Agreement with immediate effect. You will provide all possible assistance to the Company in order to investigate any possible instances of unethical behavior or business conduct violations of employees or hired persons or agents of yours.
ANTI MONEY LAUNDERING (AML)
You shall, at all times, ensure compliance of law and complete all KYC/AML requirements as per law for the performance of its obligations under this Agreement. Any instances of such violations will be viewed in a serious manner and Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances. You will provide all possible assistance to the Company, in order to investigate any possible instances of anti-money laundering.
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
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.
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.
If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these 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 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.
Both the Parties agree that these Terms are accepted by both the Parties 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.
These Terms supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the use of the Platform, and the rights and liabilities with respect to any Services to be provided by us shall be limited to the scope of these Terms.
Your relationship with the Company is on a principal-to-principal basis and by accepting these Terms, you agree that the Company is an independent contractor for all purposes and does not have control of or liability for the Partner Services that you may offer. The Company does not guarantee the identity of any Seller, nor does it ensure that a Seller will complete a transaction.
All provisions in the Agreement that expressly or customarily survive the termination or expiration of the Agreement will continue in effect after the Agreement is terminated or expires.