MERCHANT AGREEMENT

ACKNOWLEDGMENT AND ACCEPTANCE OF MERCHANT AGREEMENT


By signing up for the CloudShoppy™ services provided through ‘www.cloudshoppy.com’ (“CloudShoppy Website”) which is owned and operated by OSOFT LABS PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at Plot #44, Eco House, 1st Floor, Nagarjuna Hills, Punjaguta, Hyderabad 500082, Telangana, INDIA, you are agreeing to be bound by the following terms, conditions, disclaimers and limitations of liability (“Terms of Service / Terms”).


Company provides a web-based Software-as-a-Service (SaaS) that allows Company’s customers to set up and run an online e-commerce shop (“Service”).


In the merchant agreement, terms, references to “you”, “User” shall mean the end User accessing the Service and, its contents. “We”, “Us”, ‘Company’ and “Our” shall mean OSoft Labs Private Limited, its affiliates and partners. Please read these Terms carefully. If Company undertakes any modifications to these Terms, or any material change made; we will send you an email notification of the same. You have to read the changed service terms and by continuing using the services, you implicitly agree to the latest terms.


CONTENT & INFORMATION

You are herein provided a limited license to use any resource (including but not limited to themes, applications) from the Service, to personalize your shop/website. If you download or use any resource, you are licensed to use it for a single shop only. You are not permitted to transfer or sell any Company resource to any other person. Multiple shops require multiple registrations, paying the price each time. Company gives no assurance that a particular resource will remain available for additional registrations. You may modify your shop by personalizing it.


If required and as determined by the Company, it may modify the theme where it contains: an element that may be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any person’s intellectual property, even if you received the theme in that condition. Company may modify the theme to reflect technical changes and updates as required.


You retain ownership of overall content that you submit, upload, and transmit using the Service. Company does not pre-screen any content and it is in our sole discretion to refuse or remove any content that is available via the Service.


REGISTRATION

In order to use our Service, you must first create an account on CloudShoppy.com. To create an account, you are required to provide the following information (not limited to), which you recognize and expressly acknowledge as personal information allowing others, including Company, to identify you: name, email address, country, postal code, phone number, password chosen by you and valid other information as required. Other information may be requested on our Registration page, including the ability to receive promotional offers. We may, in the future, include other optional requests for information from you to help us to customize the Service we offer. We will not share, rent or sell any personal information with third parties in any way other than what is disclosed in our Privacy Policy without your consent.


ACCOUNT SECURITY


You are solely responsible for the confidentiality of password and any other account information that you create in order to use the Service. You agree to notify us immediately on any unauthorized use of your account, User name, or password. You also agree that we are not liable in any manner for any loss, additions, modification or deletions that you may incur as a result of any third party using your password, either with or without your knowledge. You are solely liable for any losses incurred due to mis-use of your account or password. Log-in to your account shall be used by one person. Multiple people are not permitted to share the same/single log-in.


PAYMENT, FEES AND TAXES

  1.   You agree to pay all subscription fees and other fees applicable to your use of the Service and you shall not circumvent the fee structure.
  2.   There are different payment term options available, and depending on the payment term decided with CloudShoppy, the merchant has to pay on the pre-decided monthly, quarterly, half-yearly or yearly terms.
    • The merchant has to make the payment upfront for the package selected
    • The merchant has to pay any renewal fee before expiry or he/she risks the chance of closure/termination of the online shop.
  3.   CloudShoppy does not provide refunds in any case.
  4.   The Services will be billed as per the Company’s policy, subject to your choice of subscription plan. When you subscribe for the Services, Company shall send an invoice via email. Users have approximately two weeks to bring up and settle any issues with the billing.
  5.   Each User / member is solely responsible for payment of all taxes, reporting, statutory registrations and legal compliances. Company is in no way responsible for any of the taxes except for its own personal income tax as per the laws of country.
    • We consider the payment process to be complete only on receipt of the amount to our designated bank account.
    • In order to process the payments, we might require details of your bank account, credit card number etc. Please check our Privacy Policy on how we use the confidential information provided by you.
  6.   Prices are subject to change as and when Company deems fit. All prices listed on the Website are subject to confirmation. Company will notify you by email if the confirmed price of a Service you have selected differs from the price listed on the Website or on your purchase order. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Website unless we expressly state otherwise in a notice.

TERMS FOR PROVIDING LOGISTICS

CloudShoppy has partnered with ShipYaari which is India’s most agile Technology enabled Logistics consolidator providing flexible & competitive delivery solutions with great customer satisfaction guarantee.


  1.   Merchant  shall  be  responsible  for  proper;  tamper  proof  and  damage  proof  packing  of  the products.
  2.   Merchant  shall  be ready with  the  packed  order  when  the  courier  person  comes  to  receive the  shipment,  all  pick-ups  should  be  logged  before  the  cut  off time  as directed  by  the customer  support  team  of CloudShoppy,  and  no  pick  up  beyond  the  cutoff  time  of  the  logistics partner shall be possible.
  3.   Merchant  should  collect receipt(s) of  the  signed  copy  of  the  shipping  manifest;  it  is  the proof of handover of shipment to the courier companies.
  4.   Merchant  should  strictly   use  the  automated  system  for  generating the pickup and move the shipment   only on the AWB   number generated from the CloudShoppy admin panel.
  5.   Merchant should properly paste and insert the invoice, in and on the package.
  6.   Merchant  undertakes  to  fully  indemnify  and  hold  COURIER  COMPANY  OR  CloudShoppy harmless (not  liable) in  case  of  any  breach  of  security  procedures  by  the  merchant(s),  merchant’s employees or its vendors.
  7.   The  Merchant  shall  not  book  /  handover  or  allows  to  be  handed  over  any  Product which  is  banned,  restricted,  illegal,  prohibited,  stolen,  infringing  of  any  third  party  rights, hazardous  or  dangerous  or  in  breach  of  any  tax  laws  or  contains  any  cash,  jewelry (excluding  artificial  jewelry),  gold,  silver,  diamond,  platinum,  precious  metals,  precious stones, currency, bullion, letters and financial and security instruments and Service Provider shall not be liable for the Delivery of any such Products.
  8.   In the  event  Merchant  hands  over  or  provides  the  aforesaid  Products  to  the  Service Provider (Courier company) then Service Provider shall not be responsible and shall not be liable for any loss, damage,  theft  or  misappropriation  of  such  Products  even  if  Service  Provider  or  Delivery Personnel  has  the  knowledge  of  the  same  and  even  if  such  loss,  damage,  theft  or misappropriation  is  caused  due  to  any  reason  attributable  to  Service  Provider  or  Delivery Personnel.
  9.   If Merchant pastes a manual label on the shipment, a penalty of Rs.500 + Fuel Surcharge + Service Tax is imposed on the merchant.
  10.   Cash on Delivery (CoD) for all courier partners is Rs.50 or 1.5% of invoice value, whichever is higher.
  11.   When Shipment comes back as RTO (return to origin) due to failed COD or failed delivery, charges are as per forward charges + COD Charges if any.
  12.   The merchant here by agrees that the applicable shipping base rate will be charged as per the current  prevailing  rate
  13.   Volumetric weight is based on L x B x H/5000 (in cms)
  14.   Service tax and other taxes are applicable as per taxation law.
  15.   CloudShoppy’s billing cycle for logistics service is WEEKLY, payment cycle is seven days from the date of invoice, Cash on Delivery remittance is every 10 days cycle (thrice in a month).
  16.   Billing related queries shall be raised within 7 days of submission of the bills and COD related queries shall be raised within 60 days of delivery. Post this duration, queries and claims will not be entertained.
  17.   Delivery Turn Around Time (TAT) for “priority” is – within 72 hours, “standard” – within 96 hours, “regular” – 10 days
  18.   The merchant agrees to pay the service fee on freight charges to CloudShoppy based on the subscription package selected.

LIMITED LICENSE TO USE

Company grants you a non-exclusive, non-transferable, revocable license to access and use our Service, strictly in accordance with this Terms of Service. In return for this license, you agree to wholly abide by all terms herein, of which the violation of any is grounds for the immediate termination of your account with notice, as well as possible civil and criminal action.


You grant Company the exclusive, royalty free, perpetual license to use all the information generated by your usage of the Service for analytics and such other services, which may be shared with a third party (personally identifiable information will not be shared) for business development.


RESTRICTION ON USE

You may not:

  • transfer your account;
  • copy or reproduce the Service through a LAN or other network systems or through any computer subscriber system or computer network bulletin-board system;
  • modify, adapt, or create derivative works based on the Service; or
  • reverse engineer, decompile or disassemble the Service.

In using the Service provided by Company, you acknowledge that you are solely responsible for all content which you create and/or upload onto the Service to set up your online shop (“User Content”). By using the Service you agree not to create, upload, transmit, distribute, store or otherwise publish any of the following:


  • User Content that is unlawful,  or in violation of local, state, national, or international laws, libelous, defamatory, obscene, pornographic, indecent, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise violate any local, state, national or international law, rule, or regulation.
  • User Content that includes unsanctioned advertising, promotional materials, or any other forms of unsanctioned solicitation, including, without limitation, “junk mail,” “Spam,” “chain letters,” or any unsolicited mass distribution of email infringe or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers;
  • Viruses, corrupted data or other harmful, disruptive or destructive files;
  • User Content that may be construed as stalking, harassing, or otherwise harming others Users

The above list is not exhaustive and Company may at it sole discretion may make additions to the same. View complete list of Restricted Products which cannot be sold online.


Company relies on Users of the Service to bring violations to our attention. In case a User reports abuse of content, such content shall be reviewed by Company and, if Company deems necessary, such content shall be removed from the public visibility of the Users. If such content is found to be in violation of Company’s Terms and Privacy Policy, the Company may choose to terminate the access of the User who created such abusive User Content on the Service.


CONSENT

User consents herein to receive communications from Company concerning the Service electronically through email address provided during registration process. You also consent to receive communications by telephone or by postal mail sent to the postal address you provided in connection with your account. You may change the telephone number, email or postal address to which Company sends communications by updating your account information.


DISCLAIMER OF WARRANTIES

YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE MATERIAL IN THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.


LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY, IT’S HOLDING COMPANY OR SUBSIDIARIES, AND/OR AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONSULTANTS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, LOSS OF BUSINESS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE.


Further, Company shall not be held responsible for non-availability/delay during periodic maintenance operations or any unplanned suspension of access to the Service that may occur due to technical reasons or for any reason beyond Company’s control.


CloudShoppy is integrated with third party service providers which may be outside the control. CloudShoppy does not take responsibility for their content, or for any delays, interruptions or errors in the provisions of these additional services.


INTELLECTUAL PROPERTY

All right, title and interest in the Service and Company’s Website resides with the Company. Material on this Service and Company’s Website also comprises copyright material and trademarks which are the exclusive property of Company and/or third parties. Your usage of the Service and Website is exclusively for the purposes of browsing and using the Service of Company. You acknowledge and agree that you shall not use, reproduce or distribute any content from the Service or Website without obtaining authorization from Company. All right, title, and interest in and to the Service are and will remain the exclusive property of the Company and its licensors, or the respective companies’ information represented therein. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the information you might have access to by browsing the Website or subscribing to the Service.


LINKED SITES/TOOLS

We may provide links or tools or applications for the Service on Website of other third party sites; however, we do not review or endorse the content of these sites or tools, and are not responsible for that content or the privacy policies of such third party sites. If you provide any information to such third parties, different rules regarding the collection and use of your personal information may apply. You acknowledge and agree that Company provides access to such tools ‘as is’ without any warranties, representations or conditions of any kind and without any endorsement. Company shall have no liability whatsoever arising from or relating to your use of any optional third party tools or accessing such third party sites.


We strongly suggest you review such third parties’ privacy policies and terms of use before providing any data to them. You should contact these entities directly if you have any questions about their use of the information that they collect.


APPLICABLE LAW

These Terms of Service are governed by and constructed in accordance with the laws of India, without reference to conflict of laws principles and you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Hyderabad, India.


CANCELLATION BY US

We reserve the right not to provide the Service, to terminate membership accounts, and to remove or edit content or cancel orders (or part thereof) at our sole discretion at any time. Without limiting the operation of any other Terms of Service herein, we will not be held liable for loss or damage arising from exercising of these rights. Such right can be exercised upon User’s failure to pay for the Service or when the Company has received any report of abuse in relation to User generated data on the platform by any other User. In the event of such report, Company shall remove such User generated data from the Website and Service, hence it is highly recommended that Users should prevent to upload or share any such content which is prohibited under law.


CANCELLATION BY YOU

You can also close your account with Company by notifying us in writing. On closure, we will remove your User Content from public view. We may retain certain data contributed by you if we believe it may be necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, non-personally identifiable data, account recovery, or if required by law. To request that we close your account and remove your information from the Service, please send your request to contact@cloudshoppy.com


We encourage you to promptly update your Personally Identifiable Information if it changes. You may ask to have the information on your account deleted or removed; however, because we keep track of past transactions, you cannot delete information associated with past transactions on the Website or Service. In addition, it may be impossible for us to completely delete all of your information because we periodically take back-up of information stored and available.


  1.   If you cancel the Services in the middle of the month, you will receive a closing invoice via email. Once all outstanding invoices have been paid, you will not be charged again. Please note in case of failure to do so, Company shall charge a penalty in the form of interest to be charged on such due payment.
  2.   Fraud: Without limiting any other remedies, Company may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise directly or indirectly) have engaged in fraudulent activity in connection with the Website or Service.

INDEMNITY

You agree to waive any and all claims that you now have or may have in the future against Company and its associates which relate to or are incidental to any transaction. You agree to indemnify, defend and hold Company, its affiliates, directors and other related personnel harmless from and against any and all claims, loss or expense that may be incurred by Company or its associates which relate to or are incidental to the performance of its duties as described in these Terms and Conditions, including all costs of defending itself against a claim by any other person or entity and/or as a result of you taking any action or refraining from taking any action or instituting or defending any action or legal proceeding.


You further agree to indemnify and hold Company and its associates harmless from any claim made by any third party due to or arising out of your use of this Website and Service, the violation of these Terms and Conditions by you, or the infringement by you, or other Users of this Website and Service, of any intellectual property or other right of any person or entity.


SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a competent court, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.


REPORT ABUSE

As per these Terms, Users are solely responsible for every material or content uploaded on your website through use of Service. Company does not review the contents in any way before they appear on your website through use of such Service. Company does not verify, endorse or otherwise vouch for the contents generally posted or uploaded on to the Service. Users can be held legally liable for their contents and may be held legally accountable if their contents or material include, for example, defamatory comments or material protected by copyright, trademark, etc. If you come across any abuse or violation of these Terms, please report to: contact@cloudshoppy.com