PLEASE READ THE TERMS AND CONDITIONS THOROUGHLY AND CAREFULLY.
A. Acceptance of Terms
The Website is currently owned and operated by Shivruchi Retail Private Limited.
You acknowledge that the Website serves as a platform for agreeing upon Services between Sellers and Customers, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking on "I have read and agree to the Agreement," you hereby certify that: (1) you are a Seller, (2) you have the authority to enter into these Agreement, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) you agree to be bound by all terms and conditions of these Agreement and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Agreement, kindly discontinue viewing or participating in this Website immediately.
Once you accept the Agreement, we will email you with a copy of the Agreement for your reference, with a copy to us. In case of any future change is Agreement, you will keep you informed by sending you emails and asking you to accept he amended terms. You are also advised to follow our Agreement modification policy, as stated below in sub-clause 1. All references to "You" or "Your", as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Agreement will be deemed an acceptance by that business and "You" and "Your" herein shall refer to that business.
Shivruchi reserves the right, in its sole discretion, to change, modify, or otherwise amend the Agreement, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and Shivruchi will post notice of the changes and the amended Agreement at the domain of www.Shivruchi.com/sellers-terms. It is your responsibility to review the Agreement for any changes and you are encouraged to check the Agreement frequently. Your use of the Website following any amendment of the Agreement will signify your assent to and acceptance of any revised Agreement. If you do not agree to abide by these or any future Agreement, please do not use or access the Website.
B. Membership and Accessibility
1. LICENSE TO ACCESS
Shivruchi hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Agreement; provided, however, that (i) you will not copy, distribute, or make derivative works of the Website in any medium without Shivruchi's prior written consent; (ii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purposes; and (iii) you will otherwise act in accordance with the terms and conditions of the Agreement and in accordance with all applicable laws.
2. MEMBERSHIP ELIGIBILITY CRITERIA
Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we at our discretion, believe that you are under the age of 18 or that you are not complying with any applicable laws, rules or regulations.
You need not register with Shivruchi to simply visit and view the Website and product catalogue available there, but to access and participate in certain features of the Website, you will need to create a password-protected account ("Account"). To create an account, you must submit your name and email address through the account registration page on the Website and create a password. You will also have the ability to provide additional information, which is required to register for an account and be helpful to Shivruchi in providing you with a more customized experience when using the Website. You may also register for an Account using your existing Facebook or Google+ account and log-in credentials (your "Third-Party Site Password").
You are solely responsible for safeguarding your Shivruchi password and, if applicable, your Third-Party Site Password (collectively, " Passwords") at all times and shall keep your Passwords secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Shivruchi immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's Account without Shivruchi's permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Website and/or the Services offered through the Website.
You hereby expressly acknowledge and agree that you yourself and not Shivruchi will be liable for your losses, damages etc. (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Shivruchi or others due to such unauthorized use.
An Account holder is sometimes referred to herein as a " Registered User".
You acknowledge and agree that you shall comply with the following policies (the " Account Policies"):
• You will not copy or distribute any part of the Website in any medium without Shivruchi's prior written authorization.
• You will not alter or modify any part of the Website other than the content submitted by you.
• You will provide true, accurate, current and complete information when creating your Account and you shall maintain and update such information during the term of this Agreement so that it will remain accurate, true, current and complete.
• You shall not in any manual or automated manner collect other Sellers or Customers information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site.
C. Member Conduct
1. PROHIBITIONS ON SUBMITTED CONTENT
You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website, including your profile (" Profile"), the posting of your Service ("Offer"), the posting of your desired Service ("Want"), or the posting of any opinions or reviews in connection with the Website, the Service, the Seller, or the Customer ("Feedback") (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:
• misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Sellers; provides or create links to external sites that violate the Agreement; is intended to harm or exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;
• invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;
• contains falsehoods or misrepresentations that could damage Shivruchi or any third party;
• is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
• Is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Shivruchi all of the license rights granted herein;
• contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other
item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;
• is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
• intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate a Shivruchi employee, agent, manager, host, another user, or any other person though any means;
• advertises or solicits a business not related to or appropriate for the Website (as determined by Shivruchi in its sole discretion);
• contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
contains advertising for Ponzi schemes, discount cards, credit counseling, online surveys or online contests; Contains identical content to other open Postings you have already posted; or uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Shivruchi.
2. NO DISCRIMINATION
(i). Discriminatory Postings. Indian laws prohibit any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. Shivruchi will not knowingly accept any Posting which is in violation of the law. Shivruchi has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.
D. Rules for Sellers and Shivruchi
1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT
Subject to any exceptions set forth in these Agreement or Additional Policies, if any, Sellers shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.
2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT SHIVRUCHI FEES
Subject to any exceptions set forth in these Agreement or Additional Policies, if any, Sellers shall not: (a) offer a catalogue or a link to a third-party website from which Customers or any Registered User or user of the Website may obtain the Service directly; (b) exceed multiple Posting limits; (c) post a single Service but offer additional identical services in the Service description; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through Shivruchi to purchase the Service or any other service outside of Shivruchi; (f) use their Profile page or user name to promote services not offered on or through the Website and/or prohibited services.
In case we realize that any professional is involved in any of the above activities, Shivruchi holds the sole discretion to blacklist the professional and withhold any outstanding credits or payments to the professional.
3. YOUR TRANSACTION
For sales where a Seller lists goods at a fixed price, the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
For fixed price sales, Seller will determine the purchase price for each item he or she lists on the Website via and subject to our standard functionality for listing the purchase price, provided that Seller must abide by the same procedures and guidelines contained in the Payment Policy with respect to pricing.
4. RETURN AND REFUND
The terms relating to return and refund is there in our Return Policy with you and as per the terms of this Agreement.
5. ORDER MANAGEMENT AND FULFILMENT
We reserve the right to select the products to be displayed on our Website. Shivruchi also reserves the right to determine the Sellers who may sell on the Website.
Shivruchi shall reserve orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Shivruchi on behalf of the Seller, in the mode(s) as Customers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.
Shivruchi shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the order details placed in the Sellers. Orders placed
by Customer will be forwarded to the Seller for packaging and dispatch of product to the end Customers. Shivruchi will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a "Seller Panel" and packaging guidelines shall be shares through e-mail. Seller shall provide content and image of its products to be displayed on Website. Seller will update the dispatch details on the Seller Panel provided by Shivruchi or any other mode as notified by Shivruchi from time to time.
On receipt of order, Seller will make the products ready for dispatch along with corresponding invoices in favor of buyers within 1 working day. In case of delay, Shivruchi will be immediately informed by Seller, along with the expected time if dispatch, so that the Customer may be appropriately informed. In case Seller fails to make the product ready for dispatch to Customer within the period as stipulated above, Shivruchi will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by Shivruchi from time to time.
The ownership in the products will be transferred to the Customer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only. As a marketplace, Shivruchi will extend its services to Sellers by giving mandates to logistics partner for facilitating smooth functioning of the transaction between the Seller and the Customer. Any damage in transit on account of inadequate/unsuitable packing will be to the account of Seller. However, Shivruchi will provide adequate support to the seller by connecting with the buyer and also validate genuinely of the claim from the buyer.
E. Performance of Services
In case, the Customer is unsatisfied with the product provided by you for which the Customer has paid for, our personnel will do the necessary inspection. In furtherance to the inspection, if it is found that the product delivered by the provider is not upto the standard, you will have to take back that product from the Customer and refund the amount to them as decided by us. We shall have all rights to take the decisions regarding the quality of product and amount to be refunded to Customer, and you shall not dispute or argue in any case.
You shall solely be responsible for any losses/damages claimed by the Customer, in furtherance to the Service provided to the Customer. You shall represent our brand while attending the Customers assigned by us. You shall by no means poach Customers provided to you by us.
We are just a technology enabler and provides the necessary platform to sell your goods. We shall provide a platform on the Website where you can post the content, view online any time on products sold, payment due or all other reports relating to the Services.
You ensures that you have no criminal history and no criminal proceeding is pending against you. Within 10 days of execution of this Agreement, you shall submit an address verification document to us. If you fails to submit the required documents, your listing on the Website shall be cancelled.
Services and deliverables to be provided hereunder shall be provided within the time schedule as agreed by us and you with the Customers under the terms and conditions of this Agreement.
F. Use of Submitted Content
1. NO CONFIDENTIALITY
The Website may now or in the future permit the submission of text or other communications submitted by you, including without limitation of your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted
Content is published, Shivruchi does not guarantee any confidentiality with respect to any Submitted Content.
You agree that any Submitted Content provided by you for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You agree that Shivruchi shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.
Shivruchi may also disclose your information including personal information if Shivruchi reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Shivruchi's liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect our rights or property, or the rights or property of any person or entity, (iv) to enforce this Agreement, or (v) as may be required or necessary to deter illegal behavior (including, but not limited to, fraud).
2. YOUR REPRESENTATIONS AND WARRANTIES
You shall be solely responsible for your own products and the consequences of posting it on the Website. In connection with the products and the Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Shivruchi to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Agreement; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website.
G. PRICING TERMS
Pricing Terms shall be as per what is given in the Payment Policy.
H. PAYMENT TERMS
Unless you otherwise notifies us in writing, we shall make all payments to the bank account details provided by you through an electronic fund transfer (EFT). Documents required for EFT payments are as follows:
• Scanned Copy of cancelled cheque. In case you do not have a cheque, you can send us the scanned copy of the first page of your passbook. However, the IFSC code and the Bank account number should be clearly mentioned on it.
• Scanned Copy of your PAN card (same name with which you have registered for the Registered Account)
Late payments shall attract an interest of 18% per annum from the due date until the date of
All other payment terms will be as per what is given in the Seller's Payment Policy.
I. Force Majeure
We shall not be liable for delayed or interruption in service due to any force majeure event, arising out of any enforceable circumstances and beyond our reach, including but not limited to fire, flood, earthquakes, strikes, unavailability of necessary utilities, black-out, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or natural disaster.
J. Copyright Infringement Take Down Procedure
Shivruchi has high regard for intellectual property and expects the same level of standard to be employed by its users. Shivruchi may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Website of users who infringe upon the intellectual property rights of others.
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at email@example.com
(i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
(ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Shivruchi to locate the material.;
(iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law;
(iv) information reasonably sufficient to permit Shivruchi to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and
(vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice".
Only the intellectual property rights owner is permitted to report potentially infringing items through Shivruchi's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Agreement.
K. Modifications to or Termination of Website
1. MODIFICATION OR CESSATION OF WEBSITE
Shivruchi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Shivruchi shall not be liable to you or to any third party for any modification, suspension or discontinuance of Shivruchi services.
2. TERMINATION BY SHIVRUCHI
You hereby acknowledge and agree that Shivruchi, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website ("Termination of Service"), immediately and without notice, for any reason, including without limitation, Account inactivity or if Shivruchi believes or has reason to believe that you have violated any provision of the Agreement.
3. TERMINATION BY YOU
You may cancel your use of the Website and/or terminate the Agreement with or without cause at any time by following the link in your Account to Deactivate Account.
L. Intellectual Property Rights
The content on the Website (exclusive of all Submitted Content by Sellers), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (" Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Shivruchi.
All Intellectual Property rights in the Services shall vest in the Seller. The Seller grants us the right to post the Services on the Website. We shall have a non-exclusive and non-transferrable right to use the Seller's IntellectualProperty for the purpose of achieving the objectives of this Agreement.
After the termination of this Agreement, we shall not be allowed to use any Intellectual Property rights belonging to the Seller and the Seller shall be free to take-down all the contents belonging it, posted on the Website. Our trademarks and trade-names, and other intellectual property rights belonging to us shall lie with us and Seller shall not use our trademarks and trade-names, and other intellectual property rights for its own use, without our permission.
You agree that Shivruchi may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Website.
N. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with Indian law, without regard to the conflict of laws provision therein.
If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability thereof (a " Dispute"), then the parties shall follow the procedure set out in this Clause:
(i) Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (" Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the Parties shall attempt in good faith to resolve the Dispute.
(ii) If the Parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, either Party may refer the Dispute to final resolution by arbitration by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place for any arbitration shall be Bangalore and the language shall be English. In the event the Parties fail to agree on the sole arbitrator within thirty (30) days from receipt of a request by one Party from the other Party to so agree, the appointment shall be made, upon request of a Party, by the Chief Justice of the Karnataka High Court or any person or institution designated by him, in accordance to Section 11(5) of the Arbitration and Conciliation Act, 1996.
Except as set forth above, all matters arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Bangalore and the Parties hereby irrevocably submit to the jurisdiction of these courts.
Each Party undertakes to defend, indemnify and hold harmless the other Party, its subsidiaries, affiliates, agents, officers, employees and assignees on a full indemnity basis, from and against all actions, proceedings claims, demands, costs (including the legal expenses) damages, judgments, decrees, expenses, penalties and liabilities of any kind or nature whatsoever arising directly or indirectly as a result of any breach or non-performance by such Party of any of its undertakings, warranties, representations or obligations under this Agreement.
You shall indemnify for all the litigations or law suits arising as a result of failure of you to comply with the obligations of the Seller as par the terms of this Agreement. You shall indemnify us for the delay or inability in performing Services, due to which we had to indemnify the Customer for the loss suffered. You shall indemnify us in an event where we violates any applicable, state and local law or regulation due to fault on the part of you or your Service.
This Clause O shall survive any termination or repudiation of this Agreement.
P. General Information
1. ENTIRE AGREEMENT
2. STATUTE OF LIMITATIONS
You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
3. SECTION HEADINGS
The section headings in the Agreement are for convenience only and have no legal or contractual effect.