Merchant User Agreement
Congratulations on your decision to use the services provided by Zepo.in. Zepo shall assist you to set up an online store in minutes with its hosted shopping cart solution in an easy way without any hassles. We request you to please read this Agreement before availing the Services of Zepo.
This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "Licensee"), and Zepo Technologies Pvt. Ltd. a company registered under the Companies Act,1956 and having registered office at - S-7, 2nd Floor, Pinnacle Business Park, Mahakali Caves Road, Andheri East, Mumbai - 400093 and its products Zepo. This Agreement comes in to effect when you register for using Zepo services or signing an application for utilizing services of Zepo. By Registering or signing with Zepo, You signify your absolute and unconditional consent to all the provisions of this agreement in their entirety.
This agreement constitutes a legally binding agreement between Licensee and Zepo. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to Zepo.
Notwithstanding anything contained in the foregoing, this Agreement will not bind Zepo unless you meet the eligibility criteria for entering into this Agreement as set forth in Section A of this Agreement.
The following terms shall have the meanings defined below when used in capital letters herein:
"Zepo" or "Zepo application" or "Software" means the software Platform ("Software") provided by Zepo.
Services means the merchants services provided by Zepo, including hosting of the online store, site design, email services, marketing services, domain name registration, payment collection and other related services as may be offered from time to time. Software and/or Services provided by Zepo on SAAS (software as service) model.
"Zepo License" or "Zepo Application License" has its meaning described in Section 2 of this agreement.
"Zepo site" or "Zepo website" refers to the Zepo product website - www.zepo.in
"Affiliate" means, with respect to each Party, any person or entity directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with a Party. For the purpose of this definition, the expression "Control", "Controlled" or "Controlling" shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or owning the largest or controlling percentage of the voting securities of such person/entity or by virtue of any contractual arrangements or otherwise.
"Intellectual Property Rights" means all patents (whether registered or not), trademarks( whether registered or not), copyrights (whether registered or not), design rights, trade secrets, marks or any other intellectual property rights in Software licensed, granted or assigned by Zepo to, or otherwise vested in, Licensee pursuant to the Agreement.
A. Eligibility Criteria
The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the eligibility to enter in to an agreement and the authority to bind the entity to this Agreement. Zepo uses many techniques to verify the accuracy of the information you provide when you register on the Zepo Site. If for any reason, Zepo, in its sole discretion, believes such information to be incorrect, it reserves the right, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
ZEPO (SOFTWARE), TRADEMARK OWNERSHIP AND ZEPO LICENSE
The Software provided by Zepo, and all intellectual property rights therein, are the exclusive property of Zepo.
Subject to the terms and conditions of this Agreement, Zepo grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Zepo ("Zepo Servers") through the Zepo Application solely for the purpose of building and maintaining an interactive store hosted by the Zepo Servers on which Licensee offer Licensee's or a third party's products or services ("Licensee's Store").
The Software and its structure, organization, and source code constitute valuable trade secrets of Zepo. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that Zepo may make available to Licensee may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Zepo may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Licensee's consent to such terms and conditions associated with the use of additional software and services.
Upon activation of Licensee's account and subject to the payment of applicable fees, Zepo will provide certain hosting, support and other miscellaneous Services for the Software licensed by Licensee under this Agreement and Licensee's Store during the term of this Agreement as published on the Zepo Site. Licensee's Store shall be hosted on a Zepo Server on which several merchants may share the resources and network capacity of that Zepo Server.
BILLING PERIOD: Start date of Billing period would be considered as the Date of Payment except in cases as below
a) Payment Gateway Activation: Start date of Billing period would be either Payment Gateway Activation date or 30 days from the Date of payment whichever is earlier.
STORE DESIGN AND CUSTOMIZATION: At Licensee's request, and subject to Zepo's acceptance of Licensee's request and Licensee's payment of applicable fees, Zepo will provide or instruct one of its "affiliates" to provide, design and customization Services for Licensee's in accordance with Zepo's then current customization terms and conditions.
DOMAIN NAME REGISTRATION: At Licensee's request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, Zepo's Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint Zepo and third parties who provide domain name registration services to Zepo as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize Zepo and third parties who provide domain name registration services to Zepo to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. Zepo provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against Zepo for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, Zepo reserves the right, in Zepo's sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
SLA: THIS SERVICE LEVEL AGREEMENT ("Agreement" or "SLA") shall apply to all Hosted Services provided by ZEPO for each customer/client/consumer/end user/user ("USER"). ZEPO is committed to providing a highly available and secure network to support its USERs. Providing the USER with consistent access to Hosted Services is a high priority for ZEPO and is the basis for its commitment in the form of a SLA. The SLA provides certain rights and remedies in the event that the USER experiences service interruption as a result of failure of ZEPO infrastructure. The overall service availability metric is 99%, measured on a monthly basis. Failing to this, we'll refund the amount for that month subscription, in which SLA is not kept up to the standard.
For the purpose of this Service Level Agreement, the terms in bold are defined as follows:
Available or Availability
When the USER who's account is active and enabled has reasonable access to the Hosted Service provided by ZEPO, subject to the exclusions defined in Downtime Minutes below.
Total Monthly Minutes
The number of days in the month multiplied by 1,440 minutes per day.
The time period during which the Hosted Service may not be Available each month so that ZEPO can perform routine maintenance to enhance the software on regular basis by new features release, performance improvements & bug fixes, is on an as needed basis. Maintenance activity is undertaken only during very odd business hours i.e 4 AM IST to 8:30 AM IST. On a average, we take 50 to 100 minutes of maintenance activity every week. So, SLA excluding Maintenance Time would be 99.5%.
The total number of minutes that the USER cannot access the Hosted Service. The calculation of Downtime Minutes excludes time that the USER is unable to access the Hosted Services due to any of the following:
(a) Maintenance Time
(b) USER's own Internet service provider
(c) Force Majeure event
(d) Any systemic Internet failures
(e) Enhanced Services
(f) Any failure in the USER's own hardware, software or Network connection
(g) USER's bandwidth restrictions
(h) USER's acts or omissions
(i) Anything outside of the direct control of ZEPO
CHANGES IN SERVICES: Zepo reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to licensee . Licensee agree to receive administrative communications from Zepo in regards to the Software, Services, Licensee's account, policy changes and system updates.
LICENSEE'S STORE & CONTENT CONTROL
Licensee will be solely responsible for the development, operation and maintenance of Licensee's Store, including the operation of Licensee's Store, accepting, processing and filing customer orders generated through Licensee's Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Licensee's Store. Licensee agree that Zepo will have a backup of the data uploaded on the store in event of data corruption/ lapses which would be carried out once a day.
Licensee acknowledge that, by only providing Licensee with the ability to publish and distribute Licensee's own or third party products, services or content, Zepo and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Zepo has no obligation to Licensee or any third party, and undertakes no responsibility, to review Licensee's Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Licensee's Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Zepo believes in its sole discretion (as applicable) that Licensee's Store or any products, services, content or other materials in the Store or on Zepo Servers may create liability, Zepo may take any actions with respect to the content or materials.
Licensee hereby grant Zepo and its affiliates an irrevocable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Licensee's content solely for the purposes provided in this Agreement. Licensee further agrees that Zepo has the exclusive right, in its sole discretion, to share or distribute the content provided by Licensee and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with Zepo. Zepo shall not be held responsible in the event Licensee violates any intellectual property rights of the other Parties and Licensee shall alone responsible for such violations.
COVENANTS BY LICENSEE: Licensee covenant that any products, services, or content published and distributed on Licensee's Store and Licensee's related activities shall not violate the Zepo Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:
i) Be false, inaccurate or misleading.
ii) Be fraudulent or involve the sale of counterfeit or stolen items
iii) Infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.
iv) Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising).
v) Be defamatory or libelous or unlawfully threatening or harassing, or advocating or promoting or providing assistance for acts involving violence that may cause significant risk of death or injury, or other unlawful activities.
vi) Be obscene or contain pornography.
vii) Contain any viruses, Trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and Licensee shall not use Licensee's account or Licensee's Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities
ix) Involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express consent of that person or entity and of which consent Licensee shall maintain a record for a period of three (3) years after any termination of this Agreement.
x) Be harmful or potentially harmful to the Zepo Server infrastructure as determined in Zepo's sole discretion, including without limitation overloading the Zepo technical infrastructure.
xi) Create liability for Zepo and its subcontractors or expose them to undue risk or otherwise engage in activities that Zepo, in its sole discretion, determines to be harmful to Zepo' affiliates, operations, reputation, or goodwill, and
xii) Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate Zepo' Prohibited and Restricted Items clauses that are incorporated herein by reference and may be amended from time to time. Licensee shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force or any item mentioned in Zepo' Prohibited and Restricted Items list provided on the website.
BREACH OF COVENANT: Licensee's failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.
ZEPO ACCEPTABLE USE POLICY
Zepo is a platform to help brands sell online easily. To make sure that people feel safe and software is used fairly, we require everyone to agree to and follow these rules.
If you come across a Store that seems to break these rules, you can report it to us on email@example.com. Our team will take a look and let you know if we remove it.
Stuff you can't sell: You aren't allowed to upload anything that
Is sexually explicit or pornographic, exploits or presents minors in a sexual way, or promotes adult sexual services
Creates a genuine risk of physical injury or property damage, credibly threatens people or public safety, or organizes or encourages harm
Promotes self-harm, eating disorders or hard drug abuse
Attacks, bullies or harasses nonpublic people
Includes hate speech
Is gratuitously violent or gory
Infringes anyone's intellectual property, privacy or other rights
Is fraudulent or deceptive
Is someone else's personal information or requests a minor's personal information
Contains any information or content that's illegal
Represents a private person offering to trade or sell drugs, alcohol, tobacco, firearms or other hazardous materials
Things you can't do: You also aren't allowed to
Access, tamper with or use non-public areas of Zepo, our systems or our technical providers' systems
Break or circumvent our security measures or otherwise test the vulnerability of our systems or networks
Use any undocumented or unsupported method to access, search, scrape, download or change Zepo or anything on it
Try to reverse engineer any of Zepo's software
Try to interfere with any Zepo user, host or network, for example by sending a virus, overloading, spamming or mail-bombing
Collect or store personally identifiable information from users without their permission
Impersonate or misrepresent your affiliation with any person or entity, including Zepo
Do anything that violates applicable law or regulations
Host more than 20000 visitors per month, unless you are on a customized Enterprise plan & are explicitly allowed to do so.
Share your password, let anyone access your account or do anything that might put your account at risk
Sell your username or otherwise transfer it for compensation
Encourage or help anyone do any of the things on this list
CANCELLATION & REFUND POLICY (FEES & TAXES)
Licensee agrees to pay to Zepo the Fees in the amount, manner and at the times as agreed upon; Licensee are responsible for payment for its own license of Zepo application as well as for the licenses sub-licensed to its merchants.
PAYMENT TERMS: Zepo will invoice Licensee and Licensee agree to pay for
1. Licensee agrees to pay all subscription fees, consulting fees and other fees applicable to their use of Services and Licensee shall not circumvent the fee structure. The fee is dependent on the User Plan that Licensee purchase and not on actual usage of the services.
2. The subscription fee is refundable based upon below policy.
If cancellation of Zepo Subscription is presented
Within 30 days of payment, 50% would be deducted and rest would be returned.
After 30 days of payment, no refund requests would be entertained.
Please Note: the refund approval is on case-to-case basis, mainly on the basis of if there is a problem from Zepo's end that cannot be resolved by us.
3. Monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to Licensee by or on behalf of Zepo in the following month
4. Each User / Member is solely responsible for payment of all taxes, legal compliances, statutory registrations and reporting. Zepo is in no way responsible for any of the taxes except for its own income tax.
5. Method of payment:
1. Online : The Fees could be paid online through the facility made on the Website. Third parties support and services are required to process online fee payment. We are not responsible for any loss or damage caused to Licensee during this process as these third parties are beyond the control of Zepo.
2. Offline : The Fees could be either collected personally from Licensee or required to be mailed to Us at the following address : S-7, 2nd Floor, Pinnacle Business Park, Mahakali Caves Road, Andheri East, Mumbai - 400093
6. We consider the payment process to be complete only on receipt of the amount to Zepo's designated bank account.
7. All Fees are exclusive of taxes. Goods and Service Tax of 18% is levied on every purchase.
8. Fees not received within the specified due dates attract late charges of 18% per annum from the due-date of payment, which may levied at Zepo's discretion.
9. Zepo reserves the right to modify the fee structure by providing a 30 day prior notice, either by notice on the Website or through email to the Authorized User, which shall be considered as valid and agreed communication.
14 Days Free Trial - Licensee gets a free 14 day trial on their account when they register. They can upgrade to a Basic, Starter, Pro or Unlimited account anytime during the 14 day trial period. If the account is not upgraded by the end of the trial period, your trial account would be suspended. On suspension, you still have 30 days after suspension to upgrade the account. If that is not done, the account and all the data on Zepo would be deleted 3 days after suspension.
No charges if you delete your Zepo account - Once a licensee deletes the account, they would not be charged again, but the licensee is responsible for whatever charges have already been incurred for the current billing period. For example, if the billing cycle is on the 10th of every month, and they cancel on the 24th, they'll still have to pay for the current month, but they won't be charged again after that. We cannot make any exceptions to this.
FULLFILLMENT OF SPECIFIES TAXES
For avoidance of doubt and notwithstanding anything to the contrary herein, You will indemnify, reimburse and hold Zepo harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, "Fulfillment Specific Taxes") to the extent such taxes or fees are: (a) assessed on Zepo as a result of inventory, packaging, gift wrap and other materials (i) owned by You and/or (ii) sold to customers as contemplated \hereunder; and (b) Your primary legal obligation.
COLLECTION OF PAYMENT: Zepo will collect the payment through its designated payment gateway and shall remain the sole property of Zepo only. On all the Payment Gateway aspects, the identity of Zepo shall be mentioned.
Zepo shall be responsible for all customer complaints in regards to payment gateway issues and system related errors. All costs and liabilities arising due to the same shall be solely borne by You. Zepo shall not be held liable at any point in time during the subsistence of this Agreement.
CREDIT CARD FRAUD AND CHRGE-BACKS: Zepo will put in the best efforts to minimize credit card fraud and charge-backs and Zepo will be liable for any credit card fraud and charge back.
REFUND: Zepo may refund the money to customers if You request to Zepo or Zepo deem fit for such refund to the customer. In case customer's claims damages or non deliveries product by You, Zepo will inform You about such claims that are received by Zepo in pertinent to Your product and services. If You delay in resolving the customer claims, then Zepo may at its sole discretion to decide and remit the customer upon receipt of such request. Zepo does not take any responsibility to ascertain the truth of such a claim. Though in such cases Zepo would use reasonable efforts.
FULFILLMENT OF THE ORDER
FULFILLMENT: During the Term, You will source, pick, pack and dispatch to the applicable addresses, Your Products sold in connection with a Transaction Charge through Your website.
PRODUCT FULFILLMENT: You will be solely responsible for the fulfillment of all the products that are uploaded and displayed on Your website. Further, Zepo will not be liable for any transaction entered or performed on Your website.
REVERSE LOGISTICS: You will be solely responsible for accepting and processing returns of Your Products and will communicate to customers all necessary information for the return of Your Products which are sold through Your website.
DISCLAIMER OF WARRANTIES
Zepo, its suppliers and service providers, provide the software, additional software, and services, on an "as is" basis and expressly disclaim any and all express, implied or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, noninfringement; and warranties arising from a course of dealing, usage or trade practice are excluded. Zepo, its suppliers and service providers, do not warrant that the software, additional software, or services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy and reliability of their services. Licensee acknowledges and agrees that this section 7 is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different.
LIMITATION OF LIABILITY
In no event shall Zepo, its suppliers, or service providers, or their officers, directors, employees, contractors or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Zepo', its suppliers', and service providers', cumulative liability, and the liability of their officers, directors, employees, contractors and agents to Licensee or any third parties in any circumstances shall be limited to payment received by Zepo for that particular service or month. There is no warranty in respect of the Zepo, Software or Services.
Zepo has made this software /service available to use as a matter of convenience. User agrees and acknowledges that user shall be solely responsible for their conduct and that Zepo reserves the right to terminate Licensee's rights to use the service immediately, notwithstanding penal provisions under the laws enacted by the government of India or any other statutory, legislative or regulatory authority authorized in this regard from time to time.
In no event shall Zepo shall be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Zepo software/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the Zepo software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if Zepo or any of its suppliers has been advised of the possibility of damages. Zepo does not endorse in anyway any advertisers/ contents of advertisers on their web-pages. The clause shall survive the termination or expiry of this agreement.
The material and information provided by Licensee ("content") under this agreement belongs to Licensee who agrees to grant the rights to share / redistribute or otherwise use the content to Zepo as described in Section 4 of this agreement. Licensee being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual property infringement by way of the content provided. Zepo makes no representations or warranties of any kind express or implied about the completeness, accuracy, reliability, of the content provided in the content or the information on products, services (information) made available Licensee. Zepo and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.
Licensee agree to indemnify and hold Zepo, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses and harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's breach of the User Agreement or the documents it incorporates by reference, or Licensee's violation of any law or the rights of a third party.
Without limiting other remedies, Zepo may limit Licensee's activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Licensee's account or Licensee's Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to Licensee on failure of payment, breach of this agreement or any term incorporated by reference or failure to verify or authenticate any information provided by Licensee or if Zepo believes that Licensee's actions may cause financial loss or legal liability for Licensee, Licensee's Store customers, or Zepo.
SUSPENSION AND TERMINATION
SUSPENSION: At the discretion of Zepo and for any reason set forth in this section (Section 12) of this Agreement, Zepo may suspend Licensee's account by deactivating any access by Licensee or by Licensee's customers to any information contained on the Zepo Servers related to Licensee's account while maintaining the information and data related to Licensee's account upon the Zepo Servers. Suspension shall specifically include the disabling of Licensee's Store and/or any access to information or data related to Licensee's account. In the event of any such suspension Licensee will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. Licensee will remain responsible for the payment of any such fees during any such period of suspension.
TERMINATION: This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Zepo (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days written notice. Licensee may terminate this Agreement upon twenty-four hours notice by telephoning Zepo' designated customer support center. Licensee's termination request may be recorded by Zepo and will require Licensee's user name and password and verification code.
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and Licensee shall destroy all copies of the Software in Licensee's possession, if any. Upon termination, there will be no refund provided to Licensee except as set forth in the Price Policy and all outstanding fees owed by Licensee shall become immediately due and payable. Termination shall not affect the rights of Zepo to recover from Licensee losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney's fees or expert witnesses' cost or other costs of any kind under this Agreement.
This agreement is governed and construed in accordance with the Laws of Union of India. Licensee hereby irrevocably consents to the exclusive jurisdiction and venue of courts in Mumbai, Maharashtra, India, in all disputes arising out of or relating to the use of the Zepo's products/sites/services. Use of the Zepo software services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Licensee agree to indemnify and hold Zepo, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of Licensee's use of or conduct on the Zepo's products/sites/services. Licensee agree that Zepo has absolute authority to modify or change the terms and conditions of the agreement without Licensee's consent and the modified terms and conditions can be kept in Zepo website and no separate notice is required to be issued to Licensee.
Licensee shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Licensee's use of the Software, the Services, and Licensee's listing and sale of products and services on Licensee's Store.
Licensee and Zepo are independent contractors, and no agency, partnership, joint venture, employeeemployer or franchiser-franchisee relationship is intended or created by this Agreement.
Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party in the breach.
Except as explicitly stated otherwise, any notices Licensee shall be given by postal mail to Zepo Technologies Pvt. Ltd - S-7, 2nd Floor, Pinnacle Business Park, Mahakali Caves Road, Andheri East, Mumbai - 400093 or Zepo may issue the notice to the email address Licensee provide to us during the registration process (in Licensee's case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give Licensee notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
If any dispute arises between Licensee and Zepo during Licensee's use of the software/services or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement, the dispute shall be referred to a sole Arbitrator appointed by Zepo. The place of arbitration shall be Mumbai. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. All expenses with respect to Arbitrator fee and his expenses shall be borne by the Parties equally. All other expenses of Lawyers fees and other expenses shall be borne by the respective parties.
Licensee acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Zepo' failure to act with respect to a breach by Licensee or others does not waive Zepo's right to act with respect to subsequent or similar breaches.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary.
This Agreement sets forth the entire understanding and agreement between Licensee and Zepo with respect to the subject matter hereof.