• COMPANY’S RIGHTS

The Company strives to provide you with a wide range of features and functionalities for opening your Stores and availing our Services. Not all Services or features will be available to all Users at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without prior notice to you and at any time. As a Merchant, you understand and agree that:

• The Company does not pre-screen any materials, products or contents that you offer or display on their Stores (collectively “Materials”) and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Stores or the Services, violate these Terms. All commercial terms such as price, delivery, dispatch of products and/or services by the Store are as per principal-to-principal bipartite contractual obligations between the Merchant and customers. You agree that Company does not have control of or liability for the products or services that are listed/ offered through the Stores. Company does not guarantee the identity of any third parties, nor does it ensure that a Customer who uses the Stores or a third party will complete a transaction.
• We reserve the right to provide our Services to your competitors and make no promise of exclusivity.
• In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
• The Company reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store owner. If we are unable to reasonably determine the rightful Store owner, without prejudice to our other rights and remedies, the Company reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
• If you make any payments in relation to our Services you agree as follows.

In order to process the payments for any Services that you avail, you may be required to provide details of your bank account, credit card number, etc. The online fee payments made by you are processed with the support and services of the banks/payment gateways/payment aggregators/ third parties and the Company does not receive the financial information provided by you to these banks/payment gateways/payment aggregators/ third parties. The   Company is not responsible for any loss or damage caused to you or any customers of your Stores during this process as these banks/payment gateways/payment aggregators/ third parties are beyond the control of the Company and subject to their respective policies. There are no applicable payment charges levied on any transactions. The Merchant agrees that the Merchant will be responsible to review and agree to the Additional Terms of such third party payment service providers and the Company will have no liability in this regard.

You agree and acknowledge that if you fail to provide payment or if all payment methods in your Account fail, we may suspend our Services until we have successfully charged you. You agree and acknowledge that you shall be deemed to have waived your rights to the Account and our Services during the period of non-payment.

Settlement- The Merchant agrees that all payment gateway settlements by the Company will be processed as per same day settlement cycle, and hence any cancellation of order resulting in “refund” of order payment by Merchant to Customer will be settled by Merchant directly to Customer, if the said Customer is eligible for refund as per terms of the Merchant Store.

Taxes- Each Merchant / third party service provider is solely responsible for payment of all taxes, legal compliances, statutory registrations and reporting. The Company shall in no way be responsible for any of the taxes except for its own taxes. Further please note that all fees are exclusive of applicable taxes.

Security Measures- The payment made for every gateway transaction is done through API integration. Moreover, you may also check our Privacy Policy to understand how the Company uses the confidential information provided by Merchants.

The Company reserves the right to modify the fee structure by providing on the Sellingly Platform which shall be considered as valid and agreed communication. The Company shall not be responsible if some purchase is not registered or is lost due to any network issues/problems such as breakdown of machinery, unclear/ disruption in the network or non-receipt of payment from banks/payment gateways/payment aggregators/third parties and/or the cost(s) charged by the network operator(s). However, the Company shall work towards the best interest of the Merchant.

Dispute- Any dispute in connection to the third-parties services shall be settled between the Merchants and the respective third parties, including without limitations, banks/payment gateways/payment aggregators/network operators without involving the Company.

• NO ENDORSEMENT

We do not endorse any Merchant who opens a Store on the Sellingly Platform or any of our Partners. In addition, although these Terms require you to provide accurate information, we do not attempt to confirm, and do not confirm if it is purported identity. We will not be responsible for any damage or harm resulting from your interactions with other users of the Sellingly Platform.

By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from us with respect to such actions or omissions.

• USER OBLIGATIONS

Subject to compliance with these Terms, Company grants you a personal, non-exclusive, non-transferable, limited privilege to access and use the Sellingly Platform and the Services provided herein.You agree to use the Services, Sellingly Platform, Stores and the materials provided therein only for purposes that are permitted by: (a) the Terms; and (b) in accordance with applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree and acknowledge:

• not to access (or attempt to access) the Sellingly Platform, the Stores and the materials or Services by any means other than through the interface that is provided by Company.
• not to use any automated means such as data scraper, deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access the Sellingly Platform, or Services for any purpose.
• not to use any automated device to access, acquire, copy or monitor any portion of the Sellingly Platforms, or in any way reproduce or circumvent the navigational structure of the Sellingly Platforms, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Sellingly Platform.
• to operate the Store and use the Services in accordance with applicable laws and you will be responsible for obtaining all necessary consents, permissions, licenses, etc. that may be necessary to operate your Store or that may be held by you in your use of the Service and your performance of obligations under the Terms.
• that as a Merchant, you will be required to provide public-facing contact information, a refund policy and order fulfilment timelines on your Store.
• that you will have a public facing privacy policy informing Customers of collection of their information by the Company for various purposes including but not limited to improvements to the Sellingly Platform, improving and customising your Stores to enhance user experience. You will be responsible for obtaining all necessary consents from Customers to allow us to collect, store, process and disclose their data to our third party Partners for provision of our Services.
• that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through your Stores. You are responsible for the creation and operation of your Store, your Materials, the goods and services that you may sell through your Stores, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, the Company will not be the seller or merchant on record and will have no responsibility for your Store or items sold to customers through the Services.
• That each Store you operate is you are an e-commerce platform, which will need to comply with applicable laws for e-commerce activities.  
• that you will comply with the list of permitted and restricted goods and services that can be offered through the Stores.
• that you are solely responsible for the goods or services that you may sell through the Stores (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
• that you are solely responsible for determining the inventory, price, discounts, offers, promotions, etc. on any goods and services made available to customers through your Store. You are solely responsible for collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Store or your use of the Services.
• that all advertisements you put up on the Store or the Platform will always be compliant with applicable advertising standards.
• that you will not publish any news or current affairs or the business carried out through the Store will not make you a news publisher as defined in the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. To the extent your Store has any products or services that may categorize you as a content publisher under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, you will comply with all ethics codes and other requirements under applicable law.
• that you will not discriminate against any Customers based on race, religion, caste, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other metric which is deemed to be unlawful under applicable laws. Any credible proof of such discrimination, including any refusal to provide goods or services based on the above metrics, whether alone or in conjunction with any other metric, whether lawful or unlawful, shall render you liable to lose access to the Sellingly Platform immediately. You will not have any claim towards, and we will not have any liability towards any termination which is undertaken as a result of the aforementioned event;
• you shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of (a) the Information Technology Act, 2000 and the rules thereunder; (b) all applicable domestic laws, rules and regulations (including the provisions of any applicable exchange control laws or regulations in force); and (c) international laws, foreign exchange laws, statutes, ordinances and regulations regarding your use of our Sellingly Platform and our Services and any sale of products or services through your Stores. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

You acknowledge that the Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information, which will also be included within the scope of Materials you upload on the Sellingly Platform. You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Materials throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Materials, subject to the rights you granted to us in these Terms. You may modify or remove your Materials via your Account or by terminating your Account, but your Materials may persist in historical, archived or cached copies and versions thereof available on or through the Services. You hereby undertake to ensure that the Materials is not offensive and in accordance with applicable laws. Further, you undertake not to:

• Host, display, upload, modify, publish, transmit, store, update or share Materials which:
• amounts to stealing and/or publishing of information belonging to others and to which you do not have any right (including but not limited to personal information, non-personal information and payment information) without requisite consent or a license;
• impersonates any person, including the Company, our affiliates, our designated partners, our designated representatives, our employees, or another user/player;
• is illegal, misleading, fraudulent, invasive of another’s privacy (including bodily  privacy), harmful, threatening, abusive, blasphemous, insulting or harassing (including on  the  basis of gender), tortious, disparaging, defamatory, vulgar, sexually explicit, pornographic, paedophilic, libelous, obscene, hateful, racially or ethnically objectionable, inappropriate, profane, indecent, or relating to or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
• which shows any individual in full or partial nudity or shows or depicts any individual in any sexual act or conduct, or is in the nature of impersonation in electronic form including through artificially morphed images;
• infringes any intellectual property rights, including patent, trademark, moral rights, trade secret, copyright, service marks or other proprietary rights, of any individual /entity;
• takes advantage of, exploits, deceives or misleads any other user about the origin of the message or knowingly and intentionally communicates any information which is patently false or untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency (especially for financial gain or to cause any injury to any person) (as determined in our sole discretion);
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
• violate any applicable law, rule, or regulation in connection with your access or use of the Sellingly Platform or Services or otherwise;
• is harmful to minors; or
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, is against decency or morality, results in contempt of court, or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation.

• You shall not delete or modify any content of the Sellingly 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.
• You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Sellingly Platform or any Materials, or in any way reproduce or circumvent the navigational structure or presentation of the Sellingly Platform or any Materials, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sellingly Platform. We reserve our right to prohibit any such activity.
• You shall not attempt to gain unauthorized access to any portion or feature of the Sellingly Platform, or any other systems or networks connected to the Sellingly Platform or to any server, computer, network, or to any of the services offered on or through the Sellingly Platform, by hacking, “password mining” or any other illegitimate means.
• You shall not probe, scan or test the vulnerability of the Sellingly Platform or any network connected to the Sellingly Platform nor breach the security or authentication measures on the Sellingly Platform or any network connected to the Sellingly Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Sellingly Platform, including any account on the Sellingly Platform not owned by you, to its source, or exploit the Sellingly Platform or any service or information made available or offered by or through the Sellingly Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Sellingly Platform.
• You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or the brand name or domain name used by us including the name ‘Sellingly’, or otherwise engage in any conduct or action that might tarnish the image or reputation, of Sellingly or Merchant on the Sellingly Platform or otherwise tarnish or dilute any Sellingly’s service marks, trade name and/or goodwill associated with such trade or service marks, as may be owned or used by us or any of our affiliates and Group. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sellingly Platform or Sellingly’s systems or networks, or any systems or networks connected to Sellingly.
• You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Sellingly Platform or any transaction being conducted on the Sellingly Platform, or with any other person’s use of the Sellingly’s Platform.
• You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Sellingly Platform or any service offered on or through the Sellingly Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
• You may not use the Sellingly Platform or any content on the Sellingly Platform for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity that infringes the rights of Sellingly and/or others.
• In order to allow us to use the information supplied by you, without violating your rights or any laws, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty- free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights you have in your information, in any media now known or not currently known, with respect to your Information. We will only use your information in accordance with these Terms and Privacy Policy applicable to use of the Sellingly’s Platform.
• You understand that we have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Sellingly Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, We can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.
• We reserve the right, but have no obligation, to monitor the materials posted on the Sellingly Platform. Sellingly shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE Sellingly PLATFORM AND IN YOUR STORES. Please be advised that such Content posted does not necessarily reflect Sellingly’s views. In no event shall Sellingly assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Sellingly Platform. You hereby represent and warrant that you have all necessary rights in and to all Content which you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information.
• Your correspondence or business dealings with Customers or Partners, including payment and delivery of products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Customer / Partner. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of such interaction.
• It is possible that other users (including unauthorized users or ‘hackers’) may post or transmit offensive or obscene materials on the Sellingly Platform and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the Sellingly 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 Sellingly Platform you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Sellingly Platform. Please carefully select the type of information that you publicly disclose or share with others on the Sellingly Platform.
• Sellingly shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), hacking, pen testing attempts without our prior consent or a mutual legal agreement.
• You shall not violate any applicable laws or regulations for the time being in force within or outside India;
• You shall not violate the Terms, including but not limited to any applicable Additional Terms contained herein or elsewhere; and
• You shall not reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Sellingly Platform.