Terms of Service
1.1.In order to use the Website and the Services, you are required to provide various information about yourself including your name, email address and other personal information. You agree that any information you provide to Shopflo on the Website will always be accurate, correct and up to date. You shall not impersonate someone else or provide account information, an email address or any other information that is not your own.
1.2.You agree that all information provided by you with respect to your Shopflo account is accurate and up to date, failing which Shopflo reserves the right to suspend or terminate your account.
1.3.We may upgrade, update, or modify the provision of all or any part of the Services from time to time, including to improve the Website or for other business or regulatory reasons (“Updates”). Unless mentioned otherwise, such Updates are also subject to this Agreement. In the event you choose not to continue with an Update, your sole remedy shall be to terminate this Agreement and your use of the Services.
2.OWNERSHIP OF THE WEBSITE
2.1.All right, title and interest in and to all of our inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Website, and any part of it (together, the “Shopflo Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with Shopflo. Shopflo is the owner or the licensee of all ShopfloIntellectual Property Rights. You agree that you shall not use any part of the Shopflo Intellectual Property Rights other than in keeping with the provisions of this Agreement, nor do you not have any right, title to or interest in the same.
2.3.The Shopflo name and logo are trademarks of Shopflo, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Shopflo, except with prior consent. In addition, all custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Shopflo, and may not be copied, imitated or used, in whole or in part, without prior written permission from Shopflo.
3.CONDUCT ON THE WEBSITE
3.1.You may use the Website for lawful purposes only. You shall not post or transmit through the Website any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libellous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law.
4.PRIVACY AND SECURITY
4.2.You understand that Shopflo cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
5.DISCLAIMERS, EXCEPTIONS AND LIMITATIONS
5.1.We may, without prior notice, change the Website, stop providing the Website or features of the Website, to you or to Users generally, or create usage limits for the Website. We may permanently or temporarily terminate or suspend your access to the Website, or delete any User Content without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. In such event, we shall refund the remaining subscription fees paid by you for the Services (if any), as calculated on a pro-rata basis, subject to adjustment of cancellation fees, as applicable. Upon termination of your account, you continue to be bound by these Terms.
5.2.You acknowledge that there will be occasions when the Website may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
5.3.YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.
6.SHARING YOUR MERCHANT OR USER DATA
6.1.THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS, AND USE OF THE WEBSITE IS AT THE USER’S RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOPFLO OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SHOPFLO, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSOR'S DO NOT WARRANT THAT THE CONTENT FOUND ON THE WEBSITE IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE. SHOPFLO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, OR ANY HYPER LINKED WEBSITE OR SERVICE, AND SHOPFLO WILL NOT BE A PARTY TO ORIN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
7.TERMINATION7.1.Shopflo may terminate these Terms for any reason at any time. Shopflo reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Website, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.
8.1.You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys’ fees, arising out of any breach by you of any of these Terms, or any use by you of the Website. You shall provide us with such assistance, without charge, as we may request in connection with any such defence, including, without limitation, providing us with such information, documents, records and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defence without our prior written consent.
9.LIMITATION OF LIABILITY
9.1.IN NO EVENT WILL SHOPFLO OR ITS AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE WEBSITE, OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHOPFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.GOVERNING LAW10.1This Agreement shall be governed by the laws of India, and the courts of Bangalore shall have exclusive jurisdiction with respect to any dispute arising hereunder.
11.1.Survival: In the event of termination or expiration of these Terms for any reason, any provisions of these Terms that by their nature should survive termination of these Terms will survive termination of these Terms, unless contrary to the pertinent provisions here instated.
11.2.Severability: If any term or provision in these Terms is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the validity and enforceability of the remainder of these Terms shall not be affected.
11.3.Unenforceability: If any provision of these Terms or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into these Terms on the part of any Party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render these Terms as modified legal and enforceable to the maximum extent permitted under applicable laws.
11.4.No Waiver: No delay or omission by either Party hereto to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of these Terms shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of these Terms may be waived or amended only in writing or mutual agreement of the Parties. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar).
11.5.Notices: Any notice required or permitted to be given to Shopflo hereunder shall be in writing and sent or transmitted by (i) registered or certified mail; (ii) hand-delivery; (iii) email; or (iv) internationally recognized courier service, provided its receipt is acknowledged and, dispatched or sent or transmitted to the address specified Shopflo. All notice required to be given under these Terms shall be addressed to:
Shopflo Technologies Private Limited
PLOT NO S-151/A KH NO 14/22/5/3, 14/23 D, BLOCK OUTUB VIHAR,
PHASE-I, GALI NO.10, NEWDELHI, South West Delhi, Delhi, India,