Merchant User Agreement - Ecommerce Software and Ecommerce Website Builder|Cartface

Merchant User Agreement

By signing up for any Cartface service (“Service”), you agree to be bound by the following terms and conditions (“Terms and Conditions of Service”). Using the Services means that you must accept all the terms and conditions contained in the Terms and Conditions of Service and Cartface’s Privacy Policy.

Cartface reserves the right to amend the Terms and Conditions of Service at any time by posting updates on the Cartface website. The revised version will be effective at the time we post it. You are advised to check for updates from the Cartface website from time to time as the updates or changes may impact you. Your continued use of the Service will constitute acceptance of the changes.

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 Cartface Technologies Pvt. Ltd. a company registered under the Companies Act,2013 and having registered office at – 50, DIAMOND HARBOUR ROAD, 4th FLOOR, FLAT NO. 9, “MINARVA GARDENS”, OPP. IIM JOKA, KOLKATA – 700104, WEST BENGAL, INDIA hereinafter called “CTPL” and its products CARTFACE. This Agreement comes in to effect when you register for using CARTFACE services or signing an application for utilizing services of CARTFACE. By Registering or signing with CARTFACE, 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 CARTFACE. 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 CARTFACE.

Notwithstanding anything contained in the foregoing, this Agreement will not bind CARTFACE unless you meet the eligibility criteria for entering into this Agreement as set forth in Section A of this Agreement.

1. DEFINITIONS:

The following terms shall have the meanings defined below when used in capital letters herein:

1.1. Agreement means the terms and conditions as detailed herein including all schedules, appendices, annexures, Privacy Policy, and will include the references to this Agreement as amended, notated, supplemented, varied or replaced from time to time.

1.2.“CARTFACE” application” or “CARTFACE” Software” means the software Platform (“Software”) provided by“CARTFACE TECHNOLOGIES PRIVATE LIMITED” or “CTPL”

1.3. Services means the services provided by CTPL, on behalf of the CLIENT including hosting of the online store, site design, email services, marketing services, SMS Services, and other related services as may be offered from time to time. Software and/or Services are provided by CARTFACE on SAAS (software as service) model.

1.4. “CARTFACE License” or “CARTFACE Application License” has its meaning described in Section 2
of this Agreement.

1.5. “CARTFACE site” or “CARTFACE website” refers to the CARTFACE product website – www.cartface.com

1.6. “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 CTPL to, or otherwise vested in, Licensee pursuant to the Agreement.

1.7. Client: merchant, retailer, or any individual that subscribes for the CARTFACE e-commerce platform and other associated services offered by CTPL.

1.8. Customer: Individuals or organization visiting the online e-commerce store of the client with an intention to buy the products showcase on the online store.

1.9. Payment Gateway: A strategic alliance partner of CPTL that is a well-established online payment processor.

1.10. This could even be a payment gateway as requested by the merchant.

1.11. Logistics Partner: Are the courier and/or cargo companies that have a relationship with CTPL that will handle logistics for the CLIENT.

2. 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. CTPL uses many techniques to verify the accuracy of the information you provide when you register on the CARTFACE Site. If for any reason, CARTFACE, 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.

3. CARTFACE (SOFTWARE), TRADEMARK OWNERSHIP AND LICENSE

3.1. The Software provided by CTPL, and all intellectual property rights therein, are the exclusive property of CTPL.

3.2. Subject to the terms and conditions of this Agreement, CTPL grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for CARTFACE (“CARTFACE Servers”) through the CARTFACE Application solely for the purpose of building and maintaining an interactive store hosted by the CARTFACE Servers on which Licensee offer Licensee’s or a third party’s products or services (“Licensee’s Store”).

3.3. The Software and its structure, organization, and source code constitute valuable trade secrets of CARTFACE. 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.

3.4. ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that CARTFACE 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, CARTFACE 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.

4. SERVICES

4.1. Upon activation of Licensee’s account and subject to the payment of applicable fees, CARTFACE 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 CARTFACE Site. Licensee’s Store shall be hosted on a CARTFACE Server on which several merchants may share the resources and network capacity of that CARTFACE Server.

4.2. 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.

4.3. STORE DESIGN AND CUSTOMIZATION: At Licensee’s request, and subject to CARTFACE’s acceptance of Licensee’s request and Licensee’s payment of applicable fees, CARTFACE will provide or instruct one of its “affiliates” to provide, design and customization Services for Licensee’s in accordance with CARTFACE’s then current customization terms and conditions.

4.4. DOMAIN NAME REGISTRATION: At Licensee’s request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, CARTFACE’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 CARTFACE and third parties who provide domain name registration services to CARTFACE as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize CARTFACE and third parties who provide domain name registration services to CARTFACE to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. CARTFACE 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 CARTFACE 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, CARTFACE reserves the right, in CARTFACE’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.

4.5. SLA: THIS SERVICE LEVEL AGREEMENT (“Agreement” or “SLA”) shall apply to all Hosted Services provided by CARTFACE for each customer/client/consumer/end user/user (“USER”). CARTFACE 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 CARTFACE 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 CARTFACE 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.

5. Intellectual Property and Customer Content

5.1. 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 even though CTPL shall assist the client vide its above quoted services provided they are availed of. Licensee agree that CTPL has no obligation to back- up any data related to Licensee’s Store’s operations and Licensee should independently take appropriate steps to maintain such data in accordance with Licensee’s needs and requirements.

5.2. Licensee will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Licensee’s Store, regardless of whether BFRS provides any design or customization Services to Licensee under this Agreement, including all descriptions of the products and services Licensee offer to customers of Licensee’s Store and user-generated content on and related to Licensee’s Store. As a conduit, CTPL will give Licensee complete discretion over
Licensee’s content provided it is compatible and interoperable with the Software and Services provided by CTPL. Under this Agreement. Licensee retain all rights, title and interest in and to all intellectual property rights embodied in Licensee’s content, exclusive of any content provided by CTPL Notwithstanding anything contained in the foregoing, if Licensee breaches any of the covenants in Section 5.1 of this Agreement, CTPL is entitled to suspend or terminate Licensee’s Store and/or any access to information or data related to Licensee’s account and the Software in accordance with
Section 12 of this Agreement.

5.3. Licensee acknowledges that, by only providing Licensee with the ability to publish and
distribute Licensee’s own or third party products, services or content, BFRS and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. CTPL 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 CTPL believes in its sole discretion (as applicable) that Licensee’s Store or any products, services, content or other materials in the Store or on CTPL. Servers may create liability, CTPL may take any actions with respect to the content or materials.

5.4. Licensee hereby grants CTPL 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 CTPL 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 CTPL. CTPL 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.

6. COVENANT

6.1. COVENANTS BY LICENSEE: Licensee covenants that any products, services, or content
published and distributed on Licensee’s Store and Licensee’s related activities shall not
violate the CTPL Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:

6.2. Be false, inaccurate or misleading be fraudulent or involve the sale of counterfeit or stolen items
6.3. Infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

6.4. 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).

6.5. Be defamatory or libellous 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.

6.6. Be obscene or contain pornography

6.7. 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.

6.8. 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

6.9. 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.

6.10. Be harmful or potentially harmful to the CTPL Server infrastructure as determined in CTPL’s sole discretion, including without limitation overloading the CTPL’s technical infrastructure.

6.11. Create liability for CTPL and its subcontractors or expose them to undue risk or otherwise engage in activities that CTPL, in its sole discretion, determines to be harmful to CTPL’ operations, reputation, or goodwill, and Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate CTPL’ Prohibited and Restricted Items clauses that are incorporated herein by reference and may be amended from time to time.

6.12. 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
CTPL’ Prohibited and Restricted Items list provided below.

6.13. Licensee agree to display and adhere to terms of use or other user-type agreement, as well as a privacy policy,

6.14. Governing Licensee’s operation of Licensee’s Store and Licensee’s conduct with Licensee’s Store’s customers.

6.15. BREACH OF COVENANT : Licensee’s failure to comply with the covenants set forth in Section 6.1
of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 13 of this Agreement.

7. MAINTENANCE AND OR DOWNTIME

7.1. The time period during which the Hosted Service may not be Available each month so that CTPL 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%.

7.2. 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 CARTFACE

CHANGES IN SERVICES: CTPL 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 CTPL in regards to the Software, Services, Licensee’s account, policy changes and system updates.

8. FEES, TAXES & AUDIT RIGHTS

8.1. Licensee agrees to pay to CTPL the Fees in the amount, manner and at the times set out on the CARTFACE website at the link https://www.cartface.com/pricing; Licensee is responsible for payment for its own license of CARTFACE application as well as for the licenses sub-licensed to its merchants

9. PAYMENT OF FEES

9.1. CTPL will invoice Licensee and Licensee agrees to pay for

9.2. BILLING PERIOD: Start date of Billing period would be considered as follows, whichever is earlier:
Within Maximum of 30 days of payment of the advance or the signup fee Or When the merchant’s online store is transferred the merchants own Top Level Domain form the CARTFACE trial URL

9.3. Non-refundable 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 CTPL. in the following month, and Transaction fees and all other fees designated in the Fees Policy to be paid in arrears based on the value of goods and services sold through Licensee’s Store during the previous
calendar month, in accordance with the invoicing and payment requirements set forth in the Fees Policy.

10. CANCELLATION AND TERMINATION

10.1. Licensee agrees to pay to CARTFACE the Fees in the amount, manner and at the times as agreed upon; Licensee are responsible for payment for its own license of CARTFACE application as well as for the licenses sub-licensed to its merchants.

10.2. Unless a merchant explicitly sends a cancelation request by issuing an email to [email protected], services will stand active and the merchant would be liable to make any payments until such a cancelation request is received & acknowledged by CTPL.

10.3. No charges if you terminate your CARTFACE account – Once a merchant deletes/terminates the account, they would not be charged again, but the merchant is responsible for whatever charges have already been incurred for the current billing period. For example, if the billing cycle is on the 15th 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.

11. TAXES

11.1. All fees under this Agreement ` all applicable sales, use, and other taxes and government charges, state or foreign, and Licensee will be responsible for payment of all such taxes (other than
taxes based on CTPL’ income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement

12. DISCLAIMER OF WARRANTIES

12.1. CTPL, 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, non-infringement; and warranties arising from a course of dealing, usage or trade practice are excluded. CTPL, 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.

13. LIMITATION OF LIABILITY

13.1. In no event shall CTPL, 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). CTPL, 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 CTPL for that particular service or month. There is no warranty in respect of the CARTFACE, Software or Services.

13.2. CTPL 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 CTPL 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.

13.3. In no event shall CTPL 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 CTPL. 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 CARTFACE software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if CTPL or any of its suppliers has been advised of the possibility of damages. CTPL 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.

13.4. 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 CTPL 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. CTPL 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. CTPL and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.

14. LIMITATION OF LIABILITY

14.1. In no event shall CARTFACE, 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). CARTFACE’, 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 CARTFACE for that particular service or month. There is no warranty in respect of the CARTFACE, Software or Services.
14.2. CARTFACE 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 CARTFACE 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.

14.3. In no event shall CARTFACE 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 CARTFACE 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 CARTFACE software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if CARTFACE or any of its suppliers has been advised of the possibility of damages. CARTFACE 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.

14.4. 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 CARTFACE 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. CARTFACE 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. CARTFACE and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.

15. INDEMNITY

15.1. Licensee agree to indemnify and hold CTPL, 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.

16. CUSTOMER DATA, LICENSEE’S DATA & PRIVACY POLICY

16.1. As between CTPL and Licensee, it is agreed that Licensee shall own all data disclosed by or collected about (a) an individual or entity that accesses Licensee’s Store to browse or shop (“Customer Data”), and (b) Licensee (“Licensee’s Data”). CTPL Does not share Licensee’s Data to third parties for marketing purposes without Licensee’s explicit consent and CTPL only uses and disclose Licensee’s Data as described in the CTPL Privacy Policy, that is incorporated herein by reference and as it may be amended from time to time.

16.2. CTPL Shall collect, store and process Customer Data and Licensee’s Data on computers located in any location, in any country, chosen by CTPL at its discretion that are protected by physical as well as technological security devices subject to the privacy policy incorporated herein by reference.

16.3. Licensee shall use, maintain, collect all Customer Data disclosed to Licensee in trust and confidence and use
16.4. And disclose such information solely in accordance with the Privacy Policy of CTPL

17. BREACH

17.1. Without limiting other remedies, CTPL 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 CARTFACE TECHNOLOGIES PVT. LTD. believes that Licensee’s actions may cause financial loss or legal liability for Licensee, Licensee’s Store customers, or CTPL

18. SUSPENSION AND TERMINATION

18.1. SUSPENSION : At the discretion of CTPL And for any reason set forth in this section (Section 15) of this Agreement, CTPL may suspend Licensee’s account by deactivating any access by Licensee or by Licensee’s customers to any information contained on the CTPL Servers related to Licensee’s account while maintaining the information and data related to Licensee’s account upon the CTPL 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

18.2. TERMINATION 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.

18.3. 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 CTPL (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 15.1 – SUSPENSION of this Agreement, or (c) upon thirty (30) days written notice. Licensee may terminate this Agreement upon twenty-four hours’ notice by telephoning CTPL’ designated customer support center. Licensee’s termination request may be recorded by CTPL 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 CTPL To recover from Licensee losses, damages, indemnity, defines costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Agreement.

19. GENERAL

19.1. 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 New Delhi, India, in all disputes arising out of or relating to the use of the CTPL’s products/sites/services. Use of the CARTFACE 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 CTPL, 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 CTPL’s products/sites/services. Licensee agree that CARTFACE TECHNOLOGIES PRIVATE LIMITED. 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 CARTFACE website and no separate notice is required to be issued to Licensee.

19.2. 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.

19.3. Licensee and CTPL are independent contractors, and no agency, partnership, Joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

19.4. 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 labour 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.

19.5. Except as explicitly stated otherwise, any notices Licensee shall be given by postal mail to
CARTFACE TECHNOLOGIES PRIVATE LIMITED, 50, DIAMOND HARBOUR ROAD, 4TH FLOOR, FLAT NO.9, MINARVA GARDEN, OPP. IIM JOKA, KOLKATA – 700104, WEST BENGAL, INDIA or CTPL 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.

19.6.If any dispute arises between Licensee and CTPL 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 CTPL The place of arbitration shall be KOLKATA. 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.

19.7. 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.

19.8. 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. CTPL’s failure to act with respect to a breach by Licensee or others does not waive CTPL’s right to act with respect to subsequent or similar breaches.

19.9. 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.

20. Permission to Use.
You may use the CARTFACE for your business requirements only in accordance with The terms and conditions of this Agreement.

CARTFACE Clients (You):

20.1. Account Data.
You hereby pledge that you will not in any way either enable nor allow any party to access or use any data obtained through scraping or any other methodology apart from those explicitly provided through the standard interfaces provided by CARTFACE. You must neither enable nor allow either, knowingly or unknowingly, any party to access or use the account, passwords, private data, customer data, or any other account information of a party other than yourself (as has been permitted and authenticated).

20.2. Co-Mingling of CARTFACE Data: You must not use any mechanism to view or show any fields (or other data entities) for collecting or transmitting CARTFACE Data to Third Parties without explicit written permission from CTPL

20.3. You must not use any mechanism to view or show any fields (or other data entities) for collecting or transmitting CARTFACE Data to Third Parties without explicit written permission from CTPL.

20.4. No Distribution. You are not allowed to distribute or sell data obtained from CARTFACE other than your own customer data (as described in the Customer data section of this agreement)

20.5. Security. You must have adequate protections in order to keep secure and prevent any spurious or malicious usage or access of CARTFACE or CARTFACE infrastructure.

20.6. Data Collection. You must not enable CTPL/CARTFACE Scraping or other non-standard ways of obtaining data from CARTFACE other than through the standard interfaces provided by CARTFACE or accept data from CTPL/CARTFACE Scraping.

20.7. Personally Identifiable Information.
You must not collect personally identifiable information of any party unless you first inform the user about the types of information being collected and how that information may be used and then
obtain the user’s express permission for those uses.

20.8. Compliance with Law.
You must comply with all applicable government laws, rules and regulations and any Third Party’s rights and must not operate in a manner that is, or that a user of your online store would reasonably consider, deceptive, unethical, false or misleading.

20.9. Duty not to Interfere.
You must not interfere or attempt to interfere in any manner with the proper working of CARTFACE.

20.10. CARTFACE Monitoring.
You must not, and must not attempt to, interfere with CARTFACE Monitoring of CARTFACE activity or otherwise obscure from CARTFACE activity. CTPL/CARTFACE may use any technical means to overcome such interference, including without limitation suspending or terminating access of CARTFACE.

20.11. Automated Use.
You may not provide a Third Party the ability to, via automated means, use CARTFACE — all Third Party use must be by a human user your online store.

20.12. This Agreement sets forth the entire understanding and agreement between Licensee and CTPL with respect to the subject matter hereof.

21 List of restricted items:

You 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. Without prejudice to the generality of the above, CTPL does not permit hosting of following items:

21.1. “Securities” within the meaning of the Securities Contract Regulation Act, 1956, including
shares, bonds, debentures, etc. and/or any other financial instruments/assets of any description. While this does not prevent a share broking firm to host its website with CTPL, the trading of the shares through an e-store made available by CTPL is prohibited.

21.2. Living, dead creatures and/or the whole or any part of any animal which has been kept or preserved by any

21.3. means whether artificial or natural including rugs, skins, specimens of animals, antlers, horns, hair, feathers, nails, teeth, musk, eggs, nests, other animal products of any description the sale and purchase of which is prevented or restricted in any manner by applicable laws (including those prohibited under The Wildlife Protection Act, 1972). Weapons of any description.

21.4. Liquor, tobacco products, drugs, psychotropic substances, narcotics, intoxicants of any description, medicines, Palliative/curative substances.

21.5. Religious items, including books, artefacts, etc. Of any description or any other such item which is likely to affect the religious sentiments of any person.

21.6. “Antiquities” and”Art Treasures” in violation of the provisions of the Antiquities and Art Treasures Act, 1972 (“The Act”).

21.7. Used cellular phone SIM Cards.

21.8. Furthermore, you agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing Your operation of Your Store and Your conduct with Your Store’s customers.

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