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MERCHANT TERMS OF USE
Shopflo Technologies Private Limited, a company incorporated under the provisions of the Companies
Act, 2013, (“Shopflo”, which expression shall include the website https://shopflo.com (the “Website”),
its subsidiaries, licensees, and affiliates);
This merchant services agreement (“Agreement”) apply to a users’ (“Merchant/Your”) access to, and
use of, the Website.
As a condition of using the billing, and payment processing services provided by Shopflo (“Services”),
you agree to be bound by this Agreement. By using the Services, you agree to this Agreement, as may be
updated from time to time. If you do not agree to this Agreement, do not use the Website and/or the
Services. Because this Agreement is a legal contract between you and Shopflo, it is important that you
review the Terms carefully before accessing or using the Website and/or the Services. This Agreement is not intended to alter in any way or limit the terms or conditions of any other agreement that you may
have with Shopflo, including without limitation the privacy policy (“Privacy Policy”).
1.USER ACCOUNT
1.1.In order to use the Website and the Services, you are required to provide various information about yourself including your name, email address and other personal information. You agree that any information you provide to Shopflo on the Website will always be accurate, correct and up to date. You shall not impersonate someone else or provide account information, an email address or any other information that is not your own.
1.2.You agree that all information provided by you with respect to your Shopflo account is accurate and up to date, failing which Shopflo reserves the right to suspend or terminate your account.
1.3.We may upgrade, update, or modify the provision of all or any part of the Services from time to time, including to improve the Website or for other business or regulatory reasons (“Updates”). Unless mentioned otherwise, such Updates are also subject to this Agreement. In the event you choose not to continue with an Update, your sole remedy shall be to terminate this Agreement and your use of the Services.
2.INTELLECTUAL PROPERTY AND OWNERSHIP
2.1.All right, title and interest in and to all of our inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Website, and any part of it (together, the “Shopflo Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with Shopflo. Shopflo is the owner or the licensee of all ShopfloIntellectual Property Rights. You agree that you shall not use any part of the Shopflo Intellectual Property Rights other than in keeping with the provisions of this Agreement, nor do you not have any right, title to or interest in the same.
2.2.By using the Services, you grant Shopflo a limited license to access, disclose, process, transmit and use your Data for providing the Services. We claim no intellectual property rights over the Data. For the purposes of this Agreement, “Data” shall mean all electronic data, text, messages or other materials, including registration data, payment and personal data of your end-customers and users, as submitted to Shopflo through such end-users use of our Services as embedded in your website/platform. For a detailed description of what data we collect and how we use it, please refer to our privacy policy.
2.3.The Shopflo name and logo are trademarks of Shopflo, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Shopflo, except with prior consent. In addition, all custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Shopflo, and may not be copied, imitated or used, in whole or in part, without prior written permission from Shopflo.
3.USE OF THE WEBSITE AND CONDUCT
3.1. Use of the Website:
3.1.1. You may use the Website for lawful purposes only. You shall not post or transmit through
the Website any material which violates or infringes the rights of others, or which is
threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar,
obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or
instructions, which encourages conduct that would constitute a criminal offense, give rise to
civil liability or otherwise violate any law.
3.1.2. You agree to not use the Services for any of the following prohibited activities:
● For content, goods or services that promote, cause or further
hate/violence/racism/religious extremism/homophobia/offend the sensibilities of a
community;
● Drugs, or other unlawful or contraband items;
● Infringe any duly registered copyrights/trademarks or other violation of intellectual
property rights;
● Involve the sale of products or services prohibited by the appropriate government;
● Result in or involve the offering or receiving payments for the purpose of bribery or
corruption or other predatory or unlawful financial schemes;
● Pornography and other obscene materials;
● Sale of dangerous or hazardous goods, including weapons and ammunition;
● Stolen goods;
● Anything that violate any laws, rules or regulations.
4.CONFIDENTIALITY AND DATA
4.1.Each party agrees to use the other party’s Confidential Information solely as necessary for
performing its obligations under these Terms of Use and in accordance with any other obligations
in these Terms of Use including this section. Each party agrees that it will take all reasonable steps,
at least substantially equivalent to the steps it takes to protect its own proprietary information, to
prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by
or to its employees, agents and subcontractors who must have access to such Confidential
Information to perform such party’s obligations hereunder, who each will treat such Confidential
Information as provided herein, and who are each subject to obligations of confidentiality to such
party that are at least as stringent as those contained herein; or (ii) as required by any law,
regulation, or order of any court of proper jurisdiction over the parties and the subject matter
contained in these Terms of Use, provided that, if legally permitted, the receiving party will give the
disclosing party prompt written notice and use commercially reasonable efforts to ensure that such
disclosure is accorded confidential treatment. Confidential Information will not include any
information that the receiving party can prove: (A) was already in the public domain, or was already
known by or in the possession of the receiving party, at the time of disclosure of such information;
(B) is independently developed by the receiving party without use of or reference to the other
party’s Confidential Information, and without breaching any provisions of these Terms of Use or
(C) is thereafter rightly obtained by the receiving party from a source other than the disclosing
party without breaching any provision of these Terms of Use.
4.2.“Confidential Information” will include, but will not be limited to, any and all information
associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs,
sales, costs (including any relevant processing fees), price lists, and other unpublished financial
information, business plans and marketing data, and any other confidential and proprietary
information, whether or not marked as confidential or proprietary. Shopify’s Confidential
Information includes all information that you receive relating to us, or to the Services, that is not
known to the general public including information related to our security program and practices.
5.SUPPORT
5.1.We will provide you with support to resolve general issues relating to your Shopflo account and
your use of the Services. This support includes resources and documentation that we make
available to you through the current versions of Shopflo’s support pages, API documentation, and
other pages on our website (collectively, “Documentation”).
5.2.You are solely responsible for providing support to your end-customers and users, and Shopflo is
not responsible for providing support for the Services to your end-customers.
6.MERCHANT OBLIGATIONS AND RULES
6.1.It is the Merchant’s obligation to determine what, if any, taxes apply to the payments Merchant
makes or receives and it shall indicate the same with respect to each package/service, and it is
Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax
authority, and Shopflo shall not be responsible for the same.
6.2. Shopflo provides Services to you but we have no way of knowing if any particular purchase, sale,
donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for
your business. You are responsible for knowing whether a Transaction initiated by your
end-customer is erroneous. You are responsible for any losses you incur due to erroneous or
fraudulent Transactions in connection with your use of the Services.
6.3. The Merchant agrees that Shopflo only acts as an intermediary to facilitate payment, and the
Merchant shall bear sole financial responsibility for any and all sales, use, excise, general, GST, or
other similar taxes, including any interest penalties and additions related thereto, imposed on or
arising from the transactions contemplated by this Agreement between Shopflo and the Merchant,
if any.
7.PAYMENTS AND PLANS
7.1.You shall pay to Shopflo, a percentage of the gross merchandise value (GMV) of the transactions
conducted through your platform or website, in keeping with the subscription plan chosen by you.
For the purposes of this clause, “GMV” shall mean the value of goods sold via the Website.
7.2. All payments made by end-customers through Shopflo are settled by respective payment
aggregators and gateways (PA/PGs) or other payment partners directly to the merchant’s bank
account, subject to the relevant service provider’s terms and conditions.. Shopflo is not at any time
in receipt of any payment, or part thereof, and only facilitates transactions by way of its platform.
7.3. You may upgrade or downgrade between the plans, and such change in fees shall come into effect
on your next billing cycle.
7.4. If payment is not made by you in keeping with your obligations hereunder or as communicated to
you by Shopflo, we may suspend and revoke access to your Account and the Services, which will be
reactivated conditional upon your payment of any outstanding payment obligations as on such date.
8.EXCEPTIONS AND LIMITATIONS
8.1. You agree and acknowledge that all commercial/contractual terms are between you and the
end-customer(s), and Shopflo does exercise any control or does not determine or advise or in any
way involve itself in the offering or acceptance of such commercial/contractual terms between you
and the customer.
8.2. Shopflo is not responsible for any non-performance or breach of any contract entered into
between you and the customer(s), and while we may extend our best efforts, at our discretion, to
resolve the same, Shopflo shall not and is not required to mediate or resolve any such dispute or
disagreement.
8.3. You acknowledge that there will be occasions when the Services may be interrupted, including,
without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure
of telecommunications links and/or equipment. Any scheduled maintenance/upgrades that could
potentially disrupt the services will be communicated at least 48-hours in advance.
8.4. You agree that Shopflo is not responsible for, and does not endorse, any content posted by you on
your website/platform.
8.5. You expressly agree and acknowledge that Shopflo acts only as an interface to facilitate
Transactions between you and your Customers. We are not and we shall not be characterized as: (i)
a payment system provider as defined under the Payment and Settlement Systems Act, 2007, (ii) a
banking company as defined under the Banking Regulation Act, 1949 or (iii) a non-banking
financial company as defined by the Reserve Bank of India Act, 1938.
8.6. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION
WITH THE SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR
TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
9.WARRANTY
9.1.THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND USE OF THE SERVICES ARE AT YOUR RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SHOPFLO, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
10.TERMINATION
10.1Shopflo may terminate this Agreement for any reason, including breach of your obligations under
this Agreement. Shopflo reserves the right, in its sole discretion, to restrict, suspend, or terminate
your access to and use of the Services, with or without prior notice. Otherwise applicable sections
of this Agreement shall survive termination. In addition to any termination rights, we reserve the
right to enforce and prosecute any violations of this Agreement. We may permanently or
temporarily terminate or suspend your access to the Services without notice and liability for any
reason, including if in our sole determination you violate any provision of this Agreement, or for
no reason. Upon termination for any reason or no reason, you continue to be bound by this
Agreement. Shopflo will share in writing the reason for termination of Services before the
termination is in effect. In any cases other than the violation of the agreement by the merchant,
Shopflo will give a fourteen (14) day notice period to the merchant before terminating the Services.
10.2. You may terminate your account or a subscription at any time by raising a request for cancellation
and ceasing all use of the Services.
10.3. We shall not be liable to you or any other third party for suspension or termination of your
subscription or account, if such a Subscription, all rights, including the right to access and use the
Services granted to you will immediately stop.
10.4. Post-termination, it is the obligation of the Merchant to ensure all transfer/export of its Data
within 14 days from the termination of the Merchant’s account. In the event a) this transfer/export
takes over 14 days; and/or b) the Merchant requires Shopflo to manage such export, Shopflo
reserves the right to levy a separate fee.
11.INDEMNIFICATION
You shall indemnify and hold us harmless from and against any and all losses, damages,
settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and
causes of action, including, without limitation, attorneys’ fees, arising out of any breach by you of
any of this Agreement, or any use by you of the Services. You shall provide us with such assistance,
without charge, as we may request in connection with any such defence, including, without
limitation, providing us with such information, documents, records and reasonable access to you,
as we deem necessary. You shall not settle any third party claim or waive any defence without our
prior written consent.
12.LIMITATION OF LIABILITY
IN NO EVENT WILL SHOPFLO OR ITS AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHOPFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SHOPFLO’S LIABILITY EXCEED THE COMMISSION RECEIVED BY SHOPFLO FOR THE RELEVANT PRODUCT OR SERVICE.
13. NON-SOLICIT
13.1. Non-Solicit: You shall not during the Term of this Agreement, and for a period of two (2) years
from the termination of such engagement, directly or indirectly, on your behalf or on behalf of any
other person, (a) endeavour to divert or entice away from Shopflo or any person who or which is
or was at any time prior to the date that your engagement with Shopflo ceases, known to you to be
an employee, consultant, contractor, vendor, supplier, client or prospective client of Shopflo, or (b)
disparage Shopflo or its management, employees, or any products or services Shopflo may offer.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. This Agreement shall be governed by the laws of India, and the courts of Bangalore shall have
exclusive jurisdiction with respect to any dispute arising hereunder.
15. MISCELLANEOUS PROVISIONS
15.1. Survival: In the event of termination or expiration of this Agreement for any reason, any
provisions of this Agreement that by their nature should survive termination of this Agreementwill survive termination of this Agreement, unless contrary to the pertinent provisions herein
stated.
15.2. Severability: If any term or provision in this Agreement is held to be either illegal or unenforceable,
in whole or in part, under any enactment or rule of law, such term or provision or part shall to that
extent be deemed not to form part of this Agreement, but the validity and enforceability of the
remainder of this Agreement shall not be affected.
15.3. Unenforceability: If any provision of this Agreement or any word, phrase, clause, sentence, or
other portion thereof should be held to be unenforceable or invalid for any reason, then provided
that the essential consideration for entering into this Agreement on the part of any Party is not
unreasonably impaired, such provision or portion thereof shall be modified or deleted in such
manner as to render this Agreement as modified legal and enforceable to the maximum extent
permitted under applicable laws.
15.4. No Waiver: No delay or omission by either Party hereto to exercise any right or power occurring
upon any noncompliance or default by the other party with respect to any of the terms of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms
and conditions of this Agreement may be waived or amended only in writing or mutual agreement
of the Parties. A waiver by either of the Parties hereto of any of the covenants, conditions, or
agreements to be performed by the other shall not be construed to be a waiver of any succeeding
breach thereof or of any covenant, condition, or agreement herein contained (whether or not the
provision is similar).
15.5. Notices:
Any notice required or permitted to be given to Shopflo hereunder shall be in writing and sent or
transmitted by (i) registered or certified mail; (ii) hand-delivery; (iii) email; or (iv) internationally
recognized courier service, provided its receipt is acknowledged and, dispatched or sent or
transmitted to the address specified Shopflo. All notice required to be given under this Agreement
shall be addressed to:
Shopflo Technologies Private Limited
Shopflo Technologies Private Limited
PLOT NO S-151/A KH NO 14/22/5/3, 14/23 D, BLOCK OUTUB VIHAR,
PHASE-I, GALI NO.10, NEWDELHI, South West Delhi, Delhi, India,
110071
or
Contact@shopflo.com
14.6. Changes/Amendments
You acknowledge that this Agreement shall be uploaded on the Shopflo website, and we may
change the terms or modify any features of the website at any time at our sole discretion.
The most current version of the Agreement can be viewed by clicking on the Shopflo website. If
you continue to use the Services after changes are posted you will be deemed to have accepted the
change.
The parties have caused this Agreement to be signed and delivered by their duly authorized agents,
all as of the first date of purchase of a subscription by the Merchant.
15. Fee
The Merchant shall pay the fee applicable in keeping with the chosen plan, as communicated to
Shopflo.
