Terms of Enrollment and Use for Seller Application

Terms of Service

This Terms of Service (“TOS”) is a legal agreement between the following parties:

Party 1: Zion Commerce Private limited (Zionmart), Network participant registered with ONDC

Party 2: As signed in the Annexure, also referred to as “Seller” herein.

YOUR ACCEPTANCE OF THIS TOS AND USE OF THE APPLICATION SHALL SIGNIFY YOUR ACCEPTANCE OF THE TOS AS WELL AS YOUR AGREEMENT TO BE LEGALLY BOUND BY THE SAME.

Zionmart may modify the terms of the TOS upon providing 30 days prior notice in writing of the same. You will be deemed to have accepted the revised TOS if you continue to access the application or services after the modifications become effective. If you do not agree to the terms of this TOS, kindly do not access or use the application.

Zionmart permits you to access and use the application and the services on the following terms and conditions.

REGISTRATION

1.1. In order to access and use the application/service, you will be required to register yourself and maintain a Zion Commerce account (“Account”), which will require you to furnish us certain information and details, including your name, email ID, and any other information deemed necessary by Zion Commerce (“Account Information”). You agree to keep this information updated at all times.

1.2. You shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through your account. Zion Commerce and its affiliates/partners are not liable for any harm caused by, or related to, the theft of your ID, your disclosure of your account information, or your authorization to allow another person to access and use the service using your account. However, you may be liable to Zion Commerce and its affiliates/partners for the losses caused to them due to such unauthorized use.

1.3. Account Dos and Don’ts: - You will create the account on behalf of an entity or firm or in your individual capacity. - You agree to immediately notify Zion Commerce of any unauthorized use of your account or any other breach of security known to you. - In order to ensure that Zion Commerce is able to provide high-quality services, respond to customer needs, and comply with laws, you hereby consent to let Zion Commerce employees and agents access your account and records on a case-to-case basis to investigate complaints or other allegations or suspected abuse. Additionally, you agree to disclose to Zion Commerce and permit Zion Commerce to use your login ID, password, and other such accounts. - You also grant Zion Commerce the right to disclose to its affiliates/partners/third parties your account information to the extent necessary for the purpose of rendering the services.

SCOPE OF SERVICES

2.1. Zion Commerce hereby grants you a specific, non-exclusive, non-transferable, and limited right to access and use the application (which is public cloud-hosted order) via the internet and avail of the services provided by the application with respect to multichannel management (“Services”). Zion Commerce reserves the right to make changes to the functionality or the documentation of the application and the provision of services from time to time.

2.2. Zion Commerce retains all rights in the application and the services and grants you only a limited right to use the application as per terms expressly stated herein. No other permission is intended to be granted to you. Zion Commerce reserves all rights in its name, trademarks, copyrights, and any other intellectual property.

2.3. You may use the application and the service to store data, print and display data in the Service. No other use of the application and the service by you shall be permitted. You shall not sublicense or resell the application or the services for the use or benefit of any other organization, entity, business, or enterprise.

2.4. Zion Commerce does not guarantee availability of the application at all times. Zion Commerce shall use reasonable efforts to make the services available to you, at all times through the application. However, as the services are provided over the Internet, data, and cellular networks, the quality and availability of the same may be affected by factors outside Zion Commerce’s control. Therefore, Zion Commerce shall not be liable for non-availability of the services at any time. Zion Commerce may try to restore access to the application and the services on a best reasonable and commercially viable basis.

USE OF SERVICES

3.1. You agree not to submit or upload to the application any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing any third-party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively, “Objectionable Matter”). Zion Commerce reserves the right to adopt and amend rules for the permissible use of the application and the Services at all times, and you shall be required to comply with such rules.

3.2. Zion Commerce will use commercially reasonable security measures to protect the user’s data against unauthorized disclosure or use. However, Zion Commerce does not guarantee data security. You agree that you are entering into this agreement in full knowledge of the same.

3.3. You shall not alter, resell, or sublicense the application or the services to any third party. You shall not reverse engineer the application or its software or other technology, circumvent, disable, or otherwise interfere with security-related features or any digital rights management mechanisms of the application. You will not use the application or the Service to (i) build a competitive product or service, (ii) make or have a product with similar ideas, features, functions, or graphics of the application, (iii) make derivative works based on the application/Services; or (iv) copy any features, functions, or graphics of the application/services.

3.4. Zion Commerce is an intermediary as defined under the Information Technology Act, 2000. Zion Commerce does not monitor or control any data or content uploaded by you to the application. You agree not to upload, modify, update, or share any information that:

Results in impersonation of any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

Is someone’s identification documents or sensitive financial information;

Otherwise objectionable or any data/content that is contrary to any applicable local, national, and international laws and regulations;

Infringes any patent, trademark, copyright, or other proprietary rights;

Violates any law for the time being in force;

Results in impersonation of any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;

Is someone’s identification documents or sensitive financial information;

Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer resource;

Threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; or

Makes available any data/content in contravention of these TOS or applicable policies, or any data/content that you do not have a right to access, store, use or make available to third parties under any law or contractual or fiduciary relationship.

3.5. Zion Commerce reserves the right to suspend or terminate your access to Your Account if you cause any disruption or harm to the Zion Commerce infrastructure or to any third parties, or violate the provisions of the Information Technology Act, 2000, any applicable privacy laws, or any of the applicable laws, subject to proof of such disruption or harm referred above.

3.6. The seller authorizes Zion Commerce to represent the seller to all marketplace partners, create an account on behalf of the seller, manage customer queries as and when they may arise, and receive payments from marketplaces on behalf of the seller. In carrying out such duties, the seller authorizes Zion Commerce to receive payments for products sold on marketplaces by the seller on behalf of the seller, debit such amounts that are due to other partners such as logistics partners and payment partners, and Zion Commerce’s commission, and pay the rest of the amount due to the seller. In carrying out said process, Zion Commerce shall not be held responsible for any changes in currency exchange rates, fees charged by partners, etc., which are not directly under the control of Zion Commerce.

INDEMNIFICATION

4.1. Parties shall indemnify and hold harmless the other party, its affiliates, any third-party content/networks/infrastructure providers, and their respective directors, officers, personnel, contractors, and agents, for and against any and all claims, losses, damages, costs, and expenses arising out of or relating to the use of the application and the services or breach of the TOS.

DISCLAIMER OF WARRANTIES

5.1. THE APPLICATION AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “WITH ALL FAULTS AND RISKS” BASIS, WITHOUT WARRANTIES OF ANY KIND. ZION COMMERCE DOES NOT WARRANT, EXPRESSLY OR BY IMPLICATION, THE ACCURACY OR RELIABILITY OF THE APPLICATION OR THE SERVICES OR ITS SUSTAINABILITY FOR A PARTICULAR PURPOSE OR THE SAFETY/SECURITY OF THE DATA/CONTENT STORED ON THE APPLICATION BY YOU. ZION COMMERCE DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THAT USE OF THE APPLICATION OR ANY MATERIAL THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZION COMMERCE DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION AND THE SERVICES WILL RESULT IN COMPLIANCE, FULFILLMENT, OR CONFORMITY WITH THE LAWS, REGULATIONS, REQUIREMENTS, OR GUIDELINES OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY.

5.2. To the maximum extent permitted by applicable law, Zion Commerce provides no warranty on the use of the application and the services and shall not be liable for the same under any laws applicable to intellectual property rights, libel, privacy, publicity, obscenity, or other laws. Zion Commerce also disclaims all liability with respect to the misuse, loss, modification, or unavailability of the application and the services.

LIMITATION OF LIABILITY

6.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ZION COMMERCE SHALL HAVE NO RESPONSIBILITY WHATSOEVER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, OR ANY OTHER PECUNIARY LOSS) UNDER ANY CIRCUMSTANCES WHATSOEVER. ZION COMMERCE’S TOTAL LIABILITY WITH THIS CONTRACT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED FROM YOU FOR THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE THE CLAIM WAS MADE.

NOTICE AND TAKEDOWN MECHANISM

7.1. The content uploaded by you may be available on the e-commerce websites/marketplaces in India or abroad, as chosen by you. In such circumstances, the notice and takedown provisions applicable to the particular e-commerce websites/marketplaces will be applicable to the content uploaded by you. Content that is objectionable or infringing will be accordingly taken down. For all other times, the notice and takedown mechanism provided below will apply.

7.2. You are the owner of copyright in any content shared or uploaded on the application without your consent, or you believe that any user of the application is storing, hosting, uploading, or transmitting data/content, then you are required to send a written notice to the Grievance Officer at Zion Commerce providing the following information/details:

• Description of the work with adequate information to identify the data/content;
• Details establishing that you are the owner or the exclusive licensee of copyright in the content;

SUSPENSION AND TERMINATION

8.1. The Services will remain in effect until suspended or terminated under this TOS.

8.2. You may terminate your registration by sending an email to contact@zioncommerce.com, if you no longer wish to use the application. On termination, you will cease to have access to the application or any of the services. Zion Commerce reserves the right to suspend or terminate your account or restrict or prohibit you access to the application immediately if Zion Commerce is unable to verify or authenticate your registration data, email address, or other information provided by you.

GOVERNING LAW

9.1. This TOS is governed and constructed in accordance with the laws of India. The courts in Hyderabad alone shall have exclusive jurisdiction to hear disputes arising out of the TOS without any reference to the conflict of law provisions. The application is made available to you by Zion Commerce from its offices in India.

MISCELLANEOUS

10.1. No Partnership: Nothing in this Agreement shall be deemed to constitute a joint venture, partnership, or agent-principal relationship between the Parties. Each Party is interacting with the other on a principal to principal basis, and acts of one Party shall not bind the other Party save and except in terms of this Agreement.

10.2. Force Majeure: Parties shall be under no liability whatsoever in case of the occurrence of a Force Majeure event, including in case of non-availability of any portion of the application and/or services occasioned by an act of God, war, disease, revolution, riot, civil commotion, strike, lockout, flood, fire, failure of any public utility, man-made disaster, infrastructure failure, technology outages, failure of technology integration of partners, or any other cause whatsoever, beyond the control of Parties.

10.3. Severability: If any of the provisions of this TOS are deemed invalid, void, or for any reason unenforceable, that part of the TOS will be deemed severable and will not affect the validity and enforceability of any remaining provisions of the TOS.

10.4. Entire Agreement: The TOS as amended from time to time constitutes the entire agreement and supersedes all prior understandings between the parties relating to the subject matter herein. If you have questions or concerns about the TOS, please contact Zion Commerce at support@zionmart.in.