WITH EFFECT FROM APR 2018
Welcome to PepPill™ !
1. APPLICABILITY OF MERCHANT TERMS
2. REGISTRATION AND ACCESS
- Installation of the Platform on any electronic device and / or the subsequent use of the Platform by you shall signify your acceptance of these Merchant Terms.
- We reserve the right to modify or terminate any portion of the Platform or amend these Merchant Terms for any reason, without issuing notice to you or any third party and without liability arising thereof. To make sure you are aware of any changes, please review these Merchant Terms periodically. You can determine when the Company last modified the Merchant Terms by referring to the “Last Updated” legend above. The Company may require you to provide your consent to the updated Merchant Terms in a specified manner before any further use of the Platform and the Services. If no such separate consent is sought, your continued use of the Platform will constitute your acceptance of such changes.
- Nothing in the Agreement should be construed to confer any rights to third party beneficiaries.
- If you wish to use the Platform or avail the Services, you will have to register on the Platform as a Merchant and become a registered user. By registering on the Platform, you agree that you are availing the Service subject to the terms of the Agreement and such terms as may be mutually agreed between you and the Company.
- To register on the Platform, you will be required to, inter alia, provide certain details / documents to the Company on the Platform including: (i) name of the pharmacy(ies) owned by you, (ii) legal constitution of the pharmacy(ies) (sole proprietorship / HUF / partnership / company / limited liability partnership), (iii) your name, address and contact details (along with a copy of the identity proof for each of the parties where applicable), (iv) valid license(s) obtained by you for the premises where the Products are being dispensed to the End-user; and (v) details regarding the registered pharmacist(s) employed with you such as their age and education qualification, along with proof of his/her name entered in the register of the state in which he/she is practicing the profession of pharmacy, which will be requested from you in the registration form. Following this, you will be required to create an exclusive user name and password for your account on the Platform, which, once your registration and subscription to the Services is approved by the Company and subsequently, your account is activated, will be used by you to access your account and avail the Services.
- may create only one account for your enterprise. If you intend to sell Products from multiple locations / store premises, each of which are duly licensed, you may do so connecting each of these licensed premise(s) to your account and providing the Company with the corresponding information, as we may require from you from time to time.
- You agree and acknowledge that your registration on the Platform is subject to our sole discretion and we may choose to verify any information provided by you and your compliance with applicable laws in connection with your business prior to approving your request for registration. Further, it is your sole responsibility to ensure that you have all valid licenses and registrations necessary under applicable law to carry on your business and in particular, the business that you wish to conduct through the Platform. If your license(s) and / or registration becomes due for renewal, you will renew such license(s) / registration within the required time and promptly provide a certified true copy of such renewed license(s) / registration certificate to the Company to continue using the Platform. We reserve the right to suspend or terminate your account if we do not receive such copy of the renewed license prior to the date of expiry of your current license as stated on the documents provided by you at the time of registration. You agree and acknowledge that we rely solely on your representation regarding your compliance with applicable laws and that we may rely on the assumption that all documents, information and details provided by you are genuine, complete and correct.
- Registration is only a one time process and once you have successfully created an account, you may login into your account using the same credentials as provided by you during the registration process, subject at all times, to the terms of the Agreement.
- When you use the Platform, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your electronic device to prevent unauthorized access to your account. We request you to safeguard your password and your account and make sure that others do not have access to it. It is your responsibility to keep your account information current and accurate. You agree to (a) immediately notify the Company of any unauthorized use of your account information or any other breach of security; and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with these conditions. You may be held liable for losses incurred by the Company or any other user of or visitor to the Platform due to authorized or unauthorized use of your account as a result of your failure in keeping your account information secure and confidential.
- We reserve the right to refuse your registration on the Platform, suspend your access to the Platform, to terminate your account(s) and to remove or edit any content on the Platform at our discretion.
- We will try to make the Platform error-free, but do not make any representations or guarantee that it will be error free. Your access to the Platform may be occasionally suspended or restricted to allow for repairs, maintenance, or for introduction of new facilities or services. Further, we take no responsibility for internet related issues at your end, which may or may not result in a disruption of the Services.
4. PLATFORM CONTENT
- Upon submission of the required registration details and before your account is activated by the Company, you will be required to select the subscription term for your access and use of the Platform and pay the corresponding subscription fee, as may be specified by the Company from time to time (“Subscription Fee”) and applicable taxes if any, which will be additional and to your account. You will be required to comply with the payment terms stipulated by the Company and set out on the Platform (“Payment Terms”). We request you to refer to the Subscription Fee and Payment Terms frequently as these are subject to change from time to time at the sole discretion of the Company. The Payment Terms shall stand incorporated herein by reference and will be deemed to be a part of the Agreement between the Company and you.
- Upon receipt of the Subscription Fee, the Company will activate your subscription to the account and you will be entitled to avail the Services for the corresponding term of subscription (“Subscription”).
- The Company shall, prior to the expiry of your Subscription, notify you that your Subscription is due to expire. Upon receipt of such notification, you may choose to renew your Subscription for a further term by making a payment of the Subscription Fee. If you choose not to renew your Subscription prior to the date of expiry of your Subscription, your access to the Platform shall automatically be terminated upon expiry of the Subscription in force.
5. CONDITIONS OF USE
- All information , content and material contained in the Platform are Company’s intellectual property. All trademarks, services marks, trade names and trade secrets are proprietary to the Company. No information, content or material from the Platform may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without our express written permission.
You expressly understand and agree that:
- The information, content and materials on the Platform is provided on an “ as is” and “as available” basis. The Company and all its subsidiaries, affiliates, officers, employees, agents and partners disclaim all warranties of any kind, either express or implied, including but not limited to, implied warranties on merchantability, fitness for a particular purpose and non-infringement;
- The Company does not warrant that the functions contained in any content, information and materials on the Platform, including, without limitation any third party sites or services linked to the Platform and / or that the Services will be uninterrupted, timely or error-free, that the defects will be rectified, or that the Platform is free of viruses or other harmful components;
- Any material downloaded or otherwise obtained on the Platform are accessed at your own risk, and you will be solely responsible for any damage or loss of data that results from such download to your electronic device; and
- Company cannot and will not assure you that other users of the Platform are or will be complying with the foregoing rules or any other provisions of these Merchant Terms, and, as between you and the Company, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
- You shall use this Platform for reasonable and lawful purposes only, and shall not indulge in any activity that is not envisaged on the Platform. Further, you shall transact with and provide your services to the End-users through the Platform strictly in compliance with the standards, requirements and conditions set out in this Agreement as well as the service standards specified on the Platform from time to time (“Service Standards”). The Service Standards are incorporated herein by reference and shall be construed as a part of this Agreement at all times.
You covenant that you will not:
- Decompile, reverse engineer, or disassemble the content of the Platform; or
- Use the Platform in combination with any third party software or products not advised or authorized by the Company;
- Use the Platform or the Services in any way that is unlawful, or harms the Company or any other person or entity, as determined in Company’s sole discretion;
- Make false or malicious statements about the Services, the Platform or the Company;
- Post, copy, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contains a virus or other harmful component, or otherwise impair or damage the Platform and / or Service or any connected network, or otherwise interfere with any person or entity's use or enjoyment of the Platform and / or the Services;
- Engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet;
Post or upload any content that:
- belongs to another person and to which you do not have any rights over;
- is grossly harmful, harassing, blasphemous; defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
- may harm minors in any way;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- results in impersonation of another person;
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
- Delete or modify any content of the Platform, including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that you do not own or have express permission to modify.
6. PEPPILL™ PLATFORM
- Online Interface with End-users . The Platform is intended to be used by you for the purpose of transacting with the registered End-users who choose to purchase any product(s) from you through the Platform. Following the placement of the order by an End-user through the Platform, you will receive a notification on the Platform, about the contents of the order and the selected mode of delivery. You shall, upon: (a) confirming the availability of stock of such Product(s); (b) checking the feasibility of such requested mode of delivery; and (c) conducting such other checks as required to be undertaken under law, such as verifying the prescription (in case of Prescription Drugs), provide a confirmation to the concerned End-user about your acceptance or your refusal to accept the order, on the Platform. In case you have accepted the order, your confirmation should also include: (a) the sale price of each of the Product(s) in the order, applicable taxes and your delivery charges (if applicable); and (b) details regarding the mode of payment accepted by you. You agree and acknowledge that you shall respond to an order on the Platform within such time, as may be specified by the Company on the Platform (which may be amended from time to time), of receiving a notification of the order. Upon receipt of your confirmation, the End-user may choose to proceed or not to proceed with the purchase transaction and we do not make any representation or provide any warranty that any End-user will make any purchase from you or enter into any transaction with you. You undertake that once you have received the due payment for the ordered Product(s) you will complete the order and deliver the Products specified in the order based on the mode of delivery opted for by the End-user within the time specified in these Terms. Further, you will hand over the Product that has been expressly stated on the Prescription or specified by the End-user and not substitute it with another brand or supply a generic drug.
- In-store Order Processing . In addition to the provisions of paragraph 6.1 above, the Platform may be used by you to process orders placed by any of the End-users who seek to purchase Product(s) directly from your licensed premises (“In-store Transaction”). Upon processing of an In-Store Transaction on the Platform, the required information regarding the transaction can be viewed through PepPill™ app by the End-user.
- Mode of Payment . The End-user will have the option to select the mode of payment for the Product(s) from the options available on the Platform and you may not influence the End-user in any manner to select any particular mode over the other. Further, you will not restrict their options in this regard. The Company may, at its sole discretion, introduce such additional modes of payment as it deems fit.
- Notwithstanding the provisions of paragraph 6.1, you shall, in case of an order containing Prescription Drugs, be required to verify a scanned copy of the prescription provided by the End-user. You shall take the highest degree of care to ensure the legal validity and authenticity of the prescriptions provided by the End-user. Upon confirmation that the prescription is genuine and in compliance with the applicable law, you shall accept the prescription on the Platform following which the End-user will be permitted to make payment for the order. However, prior to the delivery or handing over of the requested Product(s) to the End-user, you must review and verify the original prescription of the End-user to ensure it is duly compliant with applicable law.
You understand and agree, inter-alia, that you shall be solely responsible for undertaking the following actions in connection with your use of the Platform:
- The acceptance or rejection of orders placed by the End-users;
- The accurate dispensing, packaging and delivery of the Product(s) in compliance with applicable law; and
- Verification of prescriptions (for products which require a valid prescription under applicable law (“Prescription Drugs”) to ensure that such prescription is in the form and manner prescribed under applicable law.
- You understand and agree that all commercial / contractual terms, with respect to the sale/ purchase/ delivery and consumption of the Products are offered by and agreed to between you and the End-user and the contract for sale of any of the Products, on the Platform shall strictly be a bilateral contract between the End-user and you.
- To provide an End-user friendly experience on the Platform, you shall be required to regularly update the information provided by you on the Platform. This is to ensure that the End-users have access to accurate and up-to-date information on the Platform.
You expressly agree and acknowledge that:
- the Company provides no warranties regarding the uninterrupted, timely or error-free operation of the Platform or the Platform;
- the Company has no control over the operation and functionality of the payment gateway portal used in the Platform;
- the Company provides no assurance that any End-user will order Products from you or that the prescription verified by you is genuine and not obtained by or provided by the End-user fraudulently;
- the Company provides no warranties regarding the legal title, creditworthiness or actual identity of the End-user s;
- Any express or implied warranties, including any warranties regarding the merchantability or functionality or usage or quality of the Services;
- the Platform may or may not meet your expectations;
- the Platform may be subject to occasional shut down due to maintenance and / or repair by the Company or an authorised third party. We will undertake reasonable efforts to provide notice to you prior to any unexpected or planned shutdown of the Platform; and
- the Platform or any portion of the Platform may be modified, altered or removed in any manner without any prior notice being provided to you.
- You are solely liable and responsible for any damage, losses or other liability arising out of any unauthorised/illegal download of any Platform content on your computer or electronic device.
7. LINKS TO THIRD PARTY WEBSITES
8. RETURN, REFUND AND CANCELLATION
- End-users shall be permitted to raise refund or return requests to you either through the Platform or in person at your specified premises. In either case, you will, subject to the terms of this Agreement, process such refund or return request on the Platform. Further, the End-user shall be permitted to cancel an order placed by such End-user at any time prior to the delivery or pickup of any of the Product(s) specified in such order from your licensed premises. In this context, ‘return’ shall mean the act of returning the Product(s) specified in the End-user’s order placed on the Platform, to you. ‘Refund’ shall mean transferring the consideration paid by the End-user for his/her order on the Platform, subject to deduction of processing fees and/or delivery charges, if applicable, by you.
You shall be required to return or refund the amount paid with respect to the Products ordered by an End-user, only under the following circumstances:
- Product(s) delivered or dispensed by you do not correspond to Product(s) specified in the End-user’s order;
- Product(s) delivered or dispensed by you have expired;
- Product(s) delivered are damaged during the transit from your premises and the End-user; or
- Product(s) seal is broken or the packaging of the Product is open.
- Upon receipt of a return request or refund of the amount paid by the End-user with respect to the Product that have been purchased by the End-user through the Platform, you shall take necessary actions in that regard, in accordance with these Merchant Terms. You may however, choose not to accept return of any Product(s) if: (a) the packaging of such Product has been opened; and / or (b) the return is not accompanied by the original receipt of payment issued by you.
- You shall be solely responsible for verifying the authenticity of the claim of the End-user’s refund/return request to ensure that they are covered under any of the circumstances provided in paragraph 8.2 of these Merchant Terms. You however undertake to act in good faith and in accordance with these Merchant Terms while processing any refund/return request.
You may cancel an order placed by an End-user at any time:
- If in the case of a Prescription Drugs, the End-user has not provided a legally valid prescription to you, or in your reasonable opinion, the prescription provided by the End-user is forged, or illegible or not in compliance with applicable law; or
- Withoutproviding any reason for doing so, provided that if the End-user has already made payment, such payment shall be refunded in full by you to the End-user.
- You agree that any and all cancellations of order by you shall only be carried out using the Platform. You shall not cancel an order by any other mode of communication, including inter-alia contacting an End-user on such End-user’s contact number or sending an email to the End-user. Any non-compliance with this provision will entitle the Company to terminate your account forthwith without any liability and without any obligation on its part to refund the Subscription Fee received from you.
9. TERMINATION OF YOUR ACCOUNT
The Company reserves the right to terminate your account and your use of the Platform without any notice to you and without any liability, and to pursue any other remedy available under law:
- If you breach any provision of the Agreement;
- If you provide any information that is false, inaccurate or incomplete (or becomes false, inaccurate or incomplete), or the Company has reasonable grounds to suspect that such information is false or inaccurate;
- If, in the opinion of the Company, you are using the Platform for unlawful purposes;
- If you allow any third party to use your account or it comes to your knowledge that a third party is using your account and you do not intimate the Company of such unauthorized use within a reasonable time;
- If the Company becomes aware of you (a) providing Prescription Drugs without the End-user providing a legally valid prescription; or (b) providing Prescription Drugs based on a prescription which the registered pharmacist employed with you knows or has reasonable knowledge to be fraudulent or tampered or (c) selling a Product or sale of such Product is prohibited under law;
- If the Company receives such number of complaints (as may be determined as excessive by the Company in its sole and absolute discretion) from the End-users or any third party in connection with your use of the Platform, including without limitation: (a) the services provided by you to the End-users, or (b) your alleged non-compliance of your obligations under the Agreement or under applicable law by you or your agents or representatives;
- If the Company becomes aware you contravening any provision of any applicable law;
- Any suspected illegal or fraudulent activity by you; or
- For any other reason whatsoever.
10. INTELLECTUAL PROPERTY RIGHTS
- You hereby acknowledge that the Platform is proprietary to the Company and except as set out herein, you shall not have any ownership rights, title or any interest in the Platform, or in any additions, modifications, upgrades or updates made to the Platform. All intellectual property generated during the performance of this Platform, shall vest in the Company. You are hereby granted a non-exclusive, limited, non-transferable right and license to use the Platform strictly in accordance with the terms of this Merchant Terms. You shall not sub-license or otherwise transfer to any third party any details of the Platform or other proprietary works belonging to the Company.
- You hereby grant to the Company, a non-exclusive, worldwide, perpetual, personal, royalty-free, non-transferable (except for entities controlling, controlled by, or under common control with the Company) license to use, display, make, copy, modify or create derivative works of the materials, data and information provided by you to the Company or generated during the course of your use of the Platform for the purpose of developing and testing the Platform and providing the Services under these Merchant Terms.
- You hereby agree that the Company may share or use aggregated demographic information with the Company’s partners, affiliates or any other third parties, and this is not linked to any personal information that can identify any individual person. You acknowledge that the Company shall own such aggregated demographic information, which shall not include any personally identifiable data, collected on the Platform.
- You acknowledge that the Platform may contain third-party intellectual property, including Microsoft Azure, Google Maps, Apple iTunes, Android Developer Program, and the use of such third-party intellectual property shall be governed by the terms of the respective third-party intellectual property owner.
- Upon successful registration, you will be required to provide your logo, trade name and / or mark to the Company. You hereby grant to the Company, a non-exclusive, royalty free and non-transferable right and license to display your name and logo on the Platform.
- You agree not to store or use the personal information of the registered End Users for any purpose other than to complete orders received on the Platform and you will indemnify, defend and hold harmless the Company if any complaints or claims are raised by any person in this regard.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS
You represent and warrant to the Company as follows:
- You and all of your employees, representatives and agents will comply with all applicable laws in the performance of your obligations and exercise of your rights under these Merchant Terms;
- You have the necessary approvals, registrations, licenses, expertise, ability and personnel to render and perform its obligations strictly in compliance with the standards, requirements and conditions set out in these Merchant Terms;
- You have not entered into any other contract or arrangement which prohibits you from entering into these Merchant Terms;
- You have obtained the requisite authority to enter into these Merchant Terms;
- All information provided to the Company by you are and will be true, accurate and up-to-date;
- You are a licensed pharmacy and are fully compliant, at all times with the: (i) Pharmacy Act, 1940, (ii) Pharmacy Practice Regulations, 2015, (iii) Drugs and Cosmetics Act, 1940, (iv) Drugs and Cosmetics Rules, 1945 and all other applicable laws as may be amended from time to time; and
- You have, and will have at all times have in your employ, a registered pharmacist.
You hereby covenant to the Company as follows:
- You shall, at all times, ensure that the Products are delivered only from your licensed premises;
- You shall use the Platform solely for the purposes as contemplated by and permitted under this Agreement and not misuse the Platform for any purposes whatsoever;
- You shall not authorise the sale of any Prescription Drugs without verifying the prescription provided by the End-user, to ensure that it is in the form and manner as prescribed under applicable law. Further, you shall only hand over the Prescription Drugs to the End-user upon verifying the original copy of the prescription at the time of delivery;
- You shall not sell or accept any orders to sell any drugs listed in Schedule X of the Drugs and Cosmetics Rules, 1945 or any other habit forming drugs through the Platform;
- You shall not offer for sale or sell any products on the Platform which are declared or deemed illegal for possession, sale or offer for sale provided under the Narcotic Drugs and Psychotropic Substances Act, 1985 or any under any other notification, circular or law issued by the Central Government, State Government or any other regulatory body;
- You shall promptly notify the Company if you have received any show cause notice, directive, order or any other communication from the Central Drugs Standard Control Organization, Food and Drug Administration, Food Safety and Standards Authority of India or from any other administrative or regulatory authority regarding any matter which relates directly or indirectly to the Products you intend to sell or your ability to stock or sale such Products;
- You shall ensure that the price of the Products sold to End-users are not sold above the Product’s maximum retail price and is inclusive of applicable taxes and duties;
- You shall respond to an order placed by an End-user through the Platform, within such time as may be stipulated by the Company from time to time and specified on the Platform of receipt of notification of such order;
You shall ensure all Products sold to End-users are sold before the date of expiry specified in each Product
- You shall undertake best efforts to deliver the Products ordered by an End-user within the time period specified by you at the time of confirmation of the relevant order;
You shall ensure that Products sold on the Platform are:
- in the original packaging provided by the manufacturer/dealer of the Product
- not damaged/fraudulent
- do not contain broken seals or packages. Further you shall take reasonable efforts to ensure that none of the Products you display and offer for sale are spurious, misbranded or adulterated;
- You shall promptly notify the Company in writing upon: (i) the loss of any of your requisite licenses/registrations obtained under the Drugs and Cosmetics Act, 1940; or (ii) the resignation or termination of the registered pharmacist employed with you;
- You shall at all times ensure that you, your agents, employees, partners and affiliates are in compliance with applicable law;
- You shall notify the Company no later than 24 (twenty four) hours prior to: (i) any day you have cancelled your operations/wound up your pharmacy; (ii) your temporary or permanent closure; and
- You shall not, unless required under applicable law or by any order of a court, disclose any information of an End-user to any third party including the order of an End-user, the prescription of an End-user or any other personally identifiable information of the End-user.
- Company reserves the right upon providing reasonable notice to you, to inspect your licensed premises. Upon the Company’s request, you will make available to the Company documentation sufficient to demonstrate that you are in compliance with the: (i) Pharmacy Act, 1940, (ii) Pharmacy Practice Regulations, 2015, (iii) Drugs and Cosmetics Act, 1940, (iv) Drugs and Cosmetics Rules, 1945.
The Company expressly disclaims any and all liability arising from or in connection with the following and you agree and confirm that you will be solely responsible for all claims relating to:
- your logo, trademark or design displayed on the Platform or any information or data generated by you;
- disparagement of you due to any information or data by way of a review or through any other form by an End-user or any other third party;
- your use of the Platform and / or the Services;
- any Product(s) offered for sale or sold through the Platform by you;
- any transactions that take place on the payment gateway portal;
- any express or implied warranties, including any warranties regarding the merchantability or functionality or usage or quality of the Product(s);
- any contravention of any applicable law by you;
- the effectiveness, usefulness or accuracy of description of the Product(s);
- any infringement of intellectual property rights/third-party intellectual rights by you;
- any incorrect or fraudulent display of the pricing of or information relating to the Product(s);
- any incorrect dosage of the Product(s) delivered to an End-user by you;
- any erroneous or inaccurate Product(s) delivered to an End-user as a substitution to the product actually being requested for in such End-user’s order;
- any issue pertaining to dispensing or delivery of the Product(s) that are required to be delivered to the End-user by you;
- any delay by you in delivering the Product(s) to an End-user;
- any change in any information communicated to the Company by you; or
- any misrepresentation, fraudulent or illegal act(s) by you.
You hereby indemnify, defend, and hold the Company, the Company’s agents, affiliates, representatives, authorized users, employees, and assigns harmless from and against any and all losses, damages, liabilities, claims and costs arising from or in connection with:
- Your use of the Platform and / or the Services;
- Any misrepresentation or supply of inaccurate, untrue or outdated information of yourself, your pharmacists, agents, affiliates, employees or representatives;
- Any contravention of any provision of the Agreement or Services;
- Any contravention of the Drugs and Cosmetics Act, 1940, Drugs and Cosmetics Rules, 1945, Pharmacy Act, 1940, Pharmacy Practice Regulations, 2015, Consumer Protection Act, 1986 or any other applicable law;
- The sale of any Products which are declared or deemed illegal for possession, sale or offer for sale under the Narcotic Drugs and Psychotropic Substances Act, 1985 or any under any other notification, circular or law issued by the Central Government, State Government or any other regulatory body;
- The delivery of any Product(s) not specified by an End-user in such End-user’s order;
- Your failure to dispense and / or deliver the correct Prescription Drugs provided in the prescription or the correct dosage of a Prescription Drug;
- Any infringement of the Company’s intellectual property or any other third party intellectual property resulting from your use of the Platform; or
- Any act by you resulting in any damage or reduction of quality of performance of the Platform or the Platform.
15. LIMITATION OF LIABILITY
- To the fullest extent permitted by law, under no circumstances will the Company be liable to you or any other person or entity for any direct, indirect, incidental, special, remote or consequential damages, including, but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, resulting from any circumstances listed in paragraph 14.
- Notwithstanding anything to the contrary in these Merchant Terms, Company’s liability under these Terms shall in no event exceed the total amount paid by you over a 1 (one) month period immediately prior to the date on which the action or claim accrued.
- Further, none of the directors, officials, employees, affiliates, vendors or service providers of the Company shall be personally liable for any action in connection with the Platform or the Services.
16. CRITICAL CONTENT
- The Company reserves the right to collect feedback, ratings, or reviews (“Critical Content”) from End-users relating to the services provided by you to End-users through the Platform. All such Critical Content is content created by the End-users of the Platform. As an electronic platform, the Company does not take responsibility for Critical Content. The Company reserves the right but shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all Critical Content from any Service. The Company reserves the right to moderate, publish, re-publish and use all user generated Critical Content posted on the Platform as it deems appropriate (whether in whole or in part), but shall in no circumstances be liable or responsible for Critical Content, which has been created by End-users.
17. ACCESS OUTSIDE REPUBLIC OF INDIA
- The Company makes no representation that the content contained on the Platform is appropriate to be used or accessed outside the Republic of India. These Merchant Terms do not constitute, nor may it be used for or in connection with, any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation is not authorized or to any person to whom it is unlawful to promote or solicit.
- You agree that nothing in these Merchant Terms shall be construed as creating the relationship between the Company and you as that of: (a) an employer and employee; (b) a principal and agent; (c) a partnership; or (d) a joint venture. The relationship between the Company and you shall be that of independent contractors.
- You shall treat any data and information (including any information relating to or provided by the End Users), whether written, oral or visual, disclosed to you or which comes into your possession or knowledge in connection with this Agreement or the Services as confidential and shall not disclose the same to any others, except to the limited extent as may be required by law and then in compliance with law only. Without prejudice to the generality of the above, you will not share or disclose any proprietary information belonging to the Company or its End Users, nor allow access to the Platform to any third party, which: (a) provides software as a service; (b) offers technology solutions, (c) offers e-commerce services; or (d) that you reasonably believe to be a competitor or potential competitor of the Company.
20. GOVERNING LAW AND JURISDICTION
- Any dispute, claim or controversy arising out of or relating to this notice or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the Agreement to arbitrate, or to your use of the Platform or the service or information to which it gives access, will be determined by arbitration in India, before a sole arbitrator. Arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat of such arbitration will be Chennai. All proceedings of such arbitration, including, without limitation, any awards, will be in English language. The award will be final and binding on the parties.
- If any provision of the Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision will be excluded from the Agreement and the remainder of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its Terms; provided however that, in such an event, the Agreement 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 or arbitral tribunal.
- All notices and other communications required or permitted hereunder to be given to a party will be in writing, in English language, and will be sent by facsimile, e-mail, or mailed by prepaid internationally-recognized courier, or otherwise delivered by hand or by messenger, addressed to such party’s address as set forth below or at such other address as the party would have furnished to the other party in writing in accordance with this provision:
If to Company:
- DEEVITA Technologies India Private Ltd
- 143/6c Eswaran Street, 2nd Floor
- Karapakkam, Chennai – 600097, Tamilnadu, India
- Email: firstname.lastname@example.org
- Ph: +91-9176011853
- If to you, at the email address provided by you to us when you register on this Platform.
24. REPORT ABUSE
- In the event you come across any abuse or violation of these Merchant Terms or if you become aware of any objectionable content on the Platform, please report it to email@example.com .
26. NEWSLETTERS AND COMMUNICATION
- You hereby expressly agree to receive communications and newsletters from the Company by SMS and e-mails. You can unsubscribe / opt-out from receiving communications and newsletters from the Company at any time by following the procedure set forth in the Platform.
27. GRIEVANCE OFFICER
If you have any grievance with respect to the Platform or the Service, including any discrepancies and grievances with respect to processing of information, you can contact our Grievance Officer at:
- Jayabarathy Palani
- DEEVITA Technologies India Private Ltd
- 143/6c Eswaran Street, 2nd Floor
- Karapakkam, Chennai – 600097, Tamilnadu, India
- Email: firstname.lastname@example.org
- Ph: +91-9176011853
- No term of the Agreement will be deemed waived and no breach excused, unless such waiver or consent be in writing and signed by the Company. Any consent by the Company to, or waiver of a breach by you, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
29. FORCE MAJEURE
30. ELECTRONIC RECORD
- We will not be responsible for any delay or failure to comply with our obligations under the Agreement if the delay or failure arises from any cause which is beyond our reasonable control.
31. COMPLETE UNDERSTANDING
- The Agreement contains the entire understanding between you and the Company, and there are no other written or oral understandings or promises between you and the Company with respect to the subject matter of the Agreement other than those contained or referenced in the Agreement.
YOU HAVE READ THESE MERCHANT TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.