Terms and Conditions
Last updated on: 15th September, 2021
By signing up for an Account (as defined below) on Windo Platform (as defined below) or by using any Platform Services (as defined below), you are agreeing to be bound by the following terms and conditions (“Terms”).
1.1. The Terms shall be governed by and interpreted in accordance with the laws of India, without regard to principles of conflict of laws.
1.2. For the purposes of these Terms, ‘User’, and wherever the context may require, ‘You’ (or any variation thereof), shall mean any natural or legal person (including any legal heirs, administrators or successors) who has agreed to become a user of the Platform by accessing or using the Platform. If you are accepting these Terms and are using the Platform Services (as defined below) or the Platform on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
1.3. Unless the context otherwise requires, “Rare Bits Technology Private Limited’’, “We”, “us”, “our” or “Company” shall mean Rare Bits Technology Private Limited, its subsidiaries, licensees, affiliates, directors, officers and employees.
1.4. The Company enables transactions on its Platform between participating stores/merchants/sellers and buyers dealing in products and services ("Platform Services'') by enabling you to create and build your own online store. The buyers ("Buyers'') can choose and place orders ("Orders'') from a variety of products and services listed and offered for sale by various Merchants including but not limited to the restaurants, eateries and grocery stores ("Merchants”), on the Platform.
1.5. These Terms contain rules, regulations, policies, terms and conditions applicable to any person who may access or use the Platform, as modified and updated from time to time. Use of the Platform and the Services provided are subject to the rules and regulations, policies, notices, terms and conditions set forth or included by reference in these Terms. Any new features or tools which are added to the current Platform Services shall also be subject to these Terms. Windo reserves the right to update and change the Terms by posting updates and changes to the Platform. You are advised to check the Terms from time to time for any updates or changes that may impact you.
1.6. Please read these Terms carefully before using or registering on the Platform, listing any item, accessing any material, information or Services, or posting any information at or through the Platform.
1.7. As a User, the User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean your affirmative action on entering information as requested on the sign up page or simply by accessing or visiting the Platform. If you do not agree or are not willing to be bound by the User Agreement, please do not enter information requested on the sign up page and click the “Accept” button, or do not seek to obtain access to, view, visit, download or otherwise use the Platform (or any of its components/constituents) or any information or Platform Services.
1.9. The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Platform.
2.1. In order to use the Platform, you must have attained the age of (a) 18 (eighteen) years or (b) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. The Platform may only be used or accessed by such Persons who can enter into and perform legally binding contracts under the applicable laws of the country to which the user belongs.
2.2. The Company shall not be liable in case any false information is provided by the User, including User’s age, and the User and/or his natural or appointed guardian alone shall be liable for the consequences as per the applicable Law of the country to which the User belongs.
2.3. The Company disclaims all liability arising out of such unauthorised use of the Platform and any third party liability arising out of your use of the Platform if you are a minor.
3. SIGNING UP AND CREATION OF PROFILE
3.1. To access and use the Platform Services, you must sign up through your E-mail address, Gmail account, or Facebook account and enter required information. By signing up through above manner, you agree to share your name, email address and profile picture with Windo. With this information, an account will be created on the Platform (“Account”) we may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
3.2. You confirm that you are receiving the Platform Services provided by Windo for the purposes of carrying on a lawful business activity and not for any other purpose which is not permitted under applicable law.
3.3. You acknowledge that Windo will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Windo, and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Windo can only be authenticated if they come from your primary Account email address.
3.4. You are responsible for keeping your login details including your username, password and user code (if any) secure and confidential. Windo cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. The User shall immediately notify the Company of any actual or suspected unauthorized use of the User’s Account or password. Although the Company, its directors, shareholders, Affiliates, employees, associates, contractors or agents (“Personnel”) shall not be responsible in any manner for any Losses occurring from any breach of secrecy of Your username, password, user code or any unauthorized use of Your account, and You shall be liable for any Losses suffered by the Company or such other parties as the case may be, due to any unauthorized use of Your account.
3.5. The User hereby agrees and acknowledges that the Platform will grant access to any person who has obtained your username, password and code in the same manner as it would have granted access to you and you shall be responsible for all activities conducted under your username, password and any code. The User shall be responsible for all usage of the User’s account and password, whether or not authorised by the Merchant.
3.6. You agree that the sole purpose of registering on or using the Platform is to enable yourself technically to run your legal business online, and you shall not use the Platform in any manner whatsoever for any other purpose other than as mentioned above and for purposes which are not permitted under the applicable Law.
3.7. You acknowledge that you are responsible for the creation and operation of your Windo Store.
3.8. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
3.9. A breach or violation of any term in the Terms, determined in the sole discretion of Windo, may result in an immediate termination of your Platform Services.
4. USER INFORMATION
4.1. For the use of Platform Services, you may be asked to provide further information, as required by applicable laws. You consent to provide all such information, whenever required. The information required may include –
a. Name of your business
b. Whether registered or not
c. Principal geographic address of headquarter and all branches
d. Name and details of website
e. Email address
f. Customer care contact details i.e., fax, landline, mobile numbers
g. GSTIN, PAN, and any other tax related details (if applicable)
4.2. You shall not falsely represent yourself as another User or login/register using identity of another person in order to post reviews about goods or services or misrepresent the quality or the features of any goods or services.
4.3. If You provide any information that is untrue, inaccurate, misleading, not current or incomplete or the Company has reasonable grounds to believe that such information is untrue, inaccurate, misleading, not current or incomplete, or not in accordance with the User Agreement, the Company reserves the right to indefinitely suspend or terminate or block Your use or access to the Platform in any manner whatsoever. Should any other User or Person act upon such untrue, inaccurate, not current or incomplete information provided or verified by You, the Company, and its Personnel shall not be liable for any damages or losses, direct, indirect, immediate or remote, interests or claims resulting from such information to You or to any third party. You hereby agree and undertake to indemnify and to hold harmless the Company, and its Personnel in accordance with the Indemnity clause contained in these Terms.
4.4. Certain information you provide on the Platform in Your profile may reveal, or allow others to identify different aspects of your private life, and more generally about you. You are expressly and voluntarily accepting the terms of the User Agreement and supplying all such information by you on the Platform, including all information deemed "personal" or “sensitive” by applicable Laws, is entirely voluntary on your part.
4.5. The Company shall not be responsible in any manner whatsoever for the authenticity of the personal information or sensitive personal data or information supplied by the User to the Company or to any other person acting on behalf of the Company.
4.6. You are prohibited from misrepresenting your identity and agree not to represent yourself as another User or login/ register using the identity of any other Person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on the Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading at all times.
4.7. Once You have signed up on the Platform, You agree, allow and grant the Platform to gain access to Your mobile device, to find and keep track of mobile phone numbers of other Users of the Service, Your location, inbuilt storage or other storage on Your mobile device, access to internet, control vibration, accounts on Your mobile device and such other data or information downloaded, added, edited, stored, processed, used, or deleted on or from Your mobile device.
5. ELECTRONIC COMMUNICATION
5.1. You agree to keep yourself updated with all data, information and communication pertaining to you made available on the Platform by the Company. You further agree that Your use of the Platform or provision of any data or information including any correspondence (by email or otherwise) to or by the Company is through electronic records and You consent to receiving communication from the Company via electronic documents including emails and/or SMS, which will be deemed adequate for service of notice/ electronic record.
5.2. You understand you may have to bear/pay any charges associated with any such access (including text messaging charges for messages from your mobile device). Our communications to you may include communication that would inform Users about various features of our services. The Company may also send you promotional information unless you have opted out of receiving such information.
5.3. We may need to provide you with certain communications/notifications, such as service announcements and administrative messages. These communications are considered part of the Platform Services and your Account, and You may not be able to opt-out from receiving them. If you added your phone number to your Account and later change or deactivate that phone number, you must update Your Account information to help prevent us from communicating with anyone who acquires your old number.
6. GENERAL TERMS
6.1. All commercial/contractual terms are offered by and agreed to between Buyers and Merchants alone with respect to products and services being offered by the Merchants. The commercial/contractual terms include without limitation price, applicable taxes, shipping costs, payment terms, date, period, and mode of delivery, warranties related to products and services, and after-sales services related to products and services. The Company does not have 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 the Buyers and Merchants. The Company may, however, offer support services to Merchants in respect to Order fulfilment, logistics, mode of payment, payment collection and other ancillary services, pursuant to the understanding between the Company and the Merchants. The price of the products and services offered by the Merchant are solely determined by the Merchant itself and the Company has no role to play in such determination of price in any way whatsoever.
6.2. The Company does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of the Merchants. You are advised to independently verify the bona fides of any particular Merchant that you choose to deal with on the Platform and use your best judgment in this regard. All Merchant offers/promotions and third-party offers/promotions are subject to respective party terms and conditions and the Company takes no responsibility for such offers or promotions.
6.3. The Company neither makes any representation or warranty as to specifics (such as quality, value, saleability, etc.) of the products or services proposed to be sold or offered to be sold or purchased on the Platform, nor does it implicitly or explicitly support or endorse the sale or purchase of any products or services on the Platform. The Company accepts no liability for any errors or omissions, whether on behalf of it or third parties (including the Merchants).
6.4. The Company is not responsible for any non-performance or breach of any contract entered into between Buyers and Merchants. The Merchant agrees to indemnify the Company for any and all Losses suffered by the Company due to Merchant’s use of the Platform and interactions with Buyers pursuant thereto. The Company cannot and does not guarantee that the concerned Buyers and Merchants will perform any transaction concluded on the Platform. The Company is not responsible for unsatisfactory or non-performance of services, or damages or delays as a result of products which are out of stock, unavailable or back ordered.
6.5. The Company is operating an online marketplace and assumes the role of facilitator, and does not at any point of time during any transaction between Buyer and Merchant on the Platform come into or take possession of any of the products or services offered by Merchant. At no time shall the Company hold any right, title or interest over the products nor shall the Company have any obligations or liabilities in respect of such contract entered into between Buyer and Merchant.
6.6. The Company is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the Merchant and the Buyer. In case of complaints from the Buyer pertaining to efficacy, quality, or any other such issues, the Company’s sole responsibility shall be to notify the same to the Merchant and shall also redirect the Buyer to the consumer call centre of the Merchant. The Merchant shall be solely liable for redressing Buyer complaints. In the event you raise any complaint on any Merchant accessed using our Platform, we shall assist you to the best of our abilities by providing relevant information to you, such as details of the Merchant and the specific Order to which the complaint relates, to enable satisfactory resolution of the complaint.
6.7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform Service, use of the Platform Services, or access to the Platform Services without the express written permission by Windo.
6.8. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Windo or Windo trademarks and/or variations and misspellings thereof.
6.9. Questions about the Terms of Service should be sent to firstname.lastname@example.org. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
6.10. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Windo shall be permitted to assign these Terms without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms or any of your rights or obligations hereunder, to any third party without Windo’s prior written consent, to be given or withheld in Windo’s sole discretion.
6.11. If any provision, or portion of the provision, in these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms and the Terms will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms.
7. MERCHANT TERMS
7.1. Windo provides you, an option to choose the Platform Services You wish to avail from Windo. There are three types of Accounts under three different plans–
a. Lite – Basic shop – also referred as sprout plan
b. Growth - Basic Shop + Advanced features – also referred as blossom plan
c. Premium – Growth Plan + Priority Support – also referred as garden plan
The services provided to you by Windo shall be determined by the Plan you have chosen.
7.2. When you create an Account in the manner described in Section 3, an Account under Lite Plan is created by default. You may upgrade your Account by subscribing to different Plans by paying the requisite Fees.
7.3. Windo reserves the right to modify the Services provided in each of the Plans.
7.4. The Merchants may list and provide the details of the products/ services offered for sale to the Buyers as a registered user of the Platform, however the Merchants shall not be permitted to sell any products that fall under the list of banned items including alcohol, arms and ammunitions, pornography, counterfeits, and other items as may be identified by the Company from time to time, or are otherwise prohibited for sale under applicable Law.
7.5. The Merchants agree and undertake that they are legally permitted to sell the products listed for sale on the Platform. Listings may only include text descriptions, graphics and pictures that describe your products for sale. All listed products must be listed in an appropriate category on the Platform. Soliciting business offline or outside of the Platform with the Buyers is expressly prohibited and would be considered as a breach of the User Agreement. All listed products must be kept in stock for successful fulfilment of orders.
7.6. The Merchants hereby agree and undertake that descriptions, images, and other content pertaining to the products/services are complete and accurate, and correspond directly with the appearance, nature, quality, purpose and other features of such products/services.
7.7. The listing description of the products must not be misleading and must describe the actual condition of the product. If the product description does not match the actual product, you agree to refund any amounts that you may have received from the Buyer.
7.8. You as a Merchant offering goods or services through Windo, shall not refuse to take back goods, or withdraw or discontinue services purchased or agreed to be purchased, or refuse to refund consideration, if paid, if such goods or services are defective, deficient or spurious, or if the goods or services are not of the characteristics or features as advertised or as agreed to, or if such goods or services are delivered late from the stated delivery schedule except in cases where late delivery is caused due to force majeure.
7.9. The Merchants hereby agree and undertake that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services.
7.10. You shall not abuse or misuse the Platform or engage in any activity which violates the terms of the User Agreement. In any such case, the Company may suspend your account or permanently debar you from accessing the Platform.
7.11. You shall provide the following information to Windo , whenever asked, in relation to the goods and services You are offering for sale –
(i) total price in single figure of the good or service offered along with the breakup price. The breakup price shall show all compulsory and voluntary charges such as delivery charges, postage and handling charges, conveyance charges and the applicable tax, as applicable;
(ii) expiry date of the good being offered for sale;
(iii) all mandatory notices and information required by applicable laws, rules and regulations;
(iv) Country of origin of the goods and services offered;
(v) Name and contact numbers and designation of the grievance officer for consumer grievance redressal;
(vi) Name and details of importer, and guarantees related to the authenticity or genuineness of the imported products;(vii) accurate information related to terms of exchange, returns, and refund including information related to costs of return shipping in a clear and accessible manner;
(viii) relevant details related to delivery and shipment of goods and services; and
(ix) any relevant guarantees or warranties applicable to goods and services.
8. USER OBLIGATIONS
8.1. You shall not host, display, upload, download, modify, publish, transmit, update or share any information which:
(i) belongs to another person and which you do not have any right to;
(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, slanderous, criminally inciting or invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or unlawfully threatening or unlawfully harassing;
(iii) is misleading or misrepresentative in any way;
(iv) is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
(v) harasses or advocates harassment of another person;
(vi) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
(vii) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
(viii) infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity or any other proprietary rights;
(ix) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
(x) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
(xi) provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
(xii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(xiii) contains video, photographs, or images of another person (with a minor or an adult);
(xiv) tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
(xv) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of products related to the Platform.;
(xvi) solicits gambling or engages in any gambling activity which is or could be construed as being illegal;
(xvii) interferes with another user's use and enjoyment of the Platform or any third party's user and enjoyment of similar services;
(xviii) refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
(xix) harm minors in any way;
(xx) infringes any patent, trademark, copyright or other intellectual property rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
(xxi) violates any Law for the time being in force;
(xxii) deceives or misleads the addressee/users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(xxiii) impersonate another person;
(xxiv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
(xxv) with the intent to cheat or fraud buyers
(xxvi) is false, inaccurate or misleading;
(xxvii) directly or indirectly, offers, attempts to offer, trades or attempts 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
(xxviii) creates liability for us or causes us to lose (in whole or in part) the services of our internet service provider or other suppliers.
For prohibited products
Windo maintains a zero-tolerance policy for prohibited items, and therefore we do not allow the buying or selling of banned items using our platform. To check the list of prohibited items, below. Sellers also need to make sure that the sale of their items complies with all laws and regulations. Windo in no way endorses or supports the buying/selling of any items on its platform, nor can it be held responsible for the same. Any online store on Windo if found to be dealing in banned items will be taken down immediately, without any prior notice.
Please be aware that Windo cannot be held responsible for any fraudulent activity conducted by a seller on our platform. However, upon receiving customer complaints, we will ban the shop in question. We can provide customers with the seller's contact details so that they may pursue legal action if necessary. It should be noted that Windo only provides a platform for creating and selling products and is not involved in any commission-based transactions.
Listings may not promote the buying or selling of the following items (indicative list, not exhaustive:
Animals (whether dead or alive), including their body parts and by-products.
Body parts and fluids, such as human remains or skeleton.
Stolen goods or gray market products.
Hazardous goods and materials but not limited to explosives, fireworks, acid, flammable adhesives, hazardous chemicals, poison, flammable liquids, industrial solvents, infectious substances, etc.
Weapons, ammunitions, and explosives.
Narcotic Drugs and Psychotropic Substances.
Items that violate copyright or trademark.
Counterfeit Goods and goods/materials infringing any intellectual property rights
Child Pornographic/Obscene Materials.
Vouchers/Recharge codes in any manner
Besides those, the listings may not promote- Human exploitation, Gambling, and any other sanctioned or prohibited items as per law.
8.2. Throughout these Terms, the Company’s prior written consent means a communication coming from the Company’s authorised representative, specifically in response to Your request, and expressly addressing and allowing the activity or conduct for which You seek authorization
8.3. In case of any action, omission, transaction or attempted transaction which is violative of these Terms or applicable Laws comes to your knowledge, you shall forthwith take all steps to inform the Company of such violation at email@example.com.
8.4. You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve our right to prohibit any such activity.
8.5. You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, "password mining" or any other illegitimate means.
8.6. You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Platform, or any other Buyer, including any account on the Platform not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.
8.7. You may not use the Platform or any content on the Platform for any purpose that is unlawful or prohibited by the User Agreement, or to solicit the performance of any illegal activity or other activity that infringes the rights of the Company and/or others.
8.8. You shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of (a) all applicable Laws in the country of your residence; and (b) international laws, foreign exchange laws, statutes, ordinances and regulations (including, but not limited to sales tax/VAT, income tax, general sales tax, central excise, custom duty, local levies) regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of products or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.
8.9. From time to time, you shall be responsible for providing information relating to the products or services proposed to be sold by you. In this connection, you undertake that all such information shall be complete, accurate and not misleading in all respects. You shall not exaggerate or overemphasize the attributes of such products or services so as to mislead other Users in any manner.
8.10. You shall not engage in advertising to, or solicitation of, other Users of the Platform to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Platform or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Platform. It shall be a violation of the User Agreement to use any information obtained from the Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than us without our prior explicit consent. You understand that we have the right, at all times, to disclose any information (including the identity of the persons providing information or materials on the Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, We can (and You hereby expressly authorize us to) disclose any information about You to any law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.
8.11. We reserve the right, but have no obligation, to monitor the materials posted on the Platform. The Company shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms. Notwithstanding this right, you remain solely responsible for the content of the materials you post on the platform and in your private messages. Please be advised that such content posted does not reflect the Company’s views. In no event shall the Company assume or have any responsibility or liability for any content posted or for any claims, damages or Losses resulting from use of content and/or appearance of the content on the Platform. You hereby represent and warrant that you have all necessary rights in and to all content which you provide and all information it contains and that such content shall not infringe any proprietary or intellectual property or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information.
8.12. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.
8.13. It is possible that other Users (including unauthorized users or 'hackers') may post or transmit offensive or obscene materials on the Platform and that You may be involuntarily exposed to such offensive and obscene materials. It is also possible for others to obtain personal information about you due to your use of the Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the Platform You acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Platform. Please carefully select the type of information that you publicly disclose or share with others on the Platform.
8.14. The Company respects the intellectual property rights of others and expects Users of the Services to do the same. We reserve the right to remove content alleged to be infringing without prior notice, at our sole discretion, and without any liability to you. We will respond to notices of alleged infringement that comply with applicable Law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please report this at firstname.lastname@example.org.
8.15. The Company may in future charge a fee or charges, as intimated from time to time on the Platform, for registration on the Platform and for various Plans as Users especially for maintaining an official account, for availing services provided by the Company through the Platform. The Company reserves the right to introduce new services including any premium or paid services or modify or discontinue any existing services provided on the Platform. Changes to the Terms or any of the Policies of the Company shall be published on the Platform and such changes shall automatically become effective immediately after they are published on the Platform. You are requested to visit the Terms and various Policies links on the Platform often to keep abreast of any amendments.
8.16. You confirm that these Terms (and the User Agreement) will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which You are a party or by which You are bound or to which any of your property or assets are subject, conflict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any Authority that would materially and adversely affect the performance of your duties hereunder. You have obtained any consent, approval, authorization of Authority required for the execution, delivery and performance of its respective obligations hereunder. If the Company suffers any Loss or damages or a claim is made by any Person against the Company or the Platform as a result of a breach or default or contravention on your part of the User Agreement, You agree to, forthwith upon delivery of notice by the Company, make good such Losses or damages or claim amounts suffered by the Company.
8.17. You confirm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other Authority which would prohibit your entering into or performing obligations under the User Agreement.
8.18. You confirm that you shall not transfer your account and shall not assign any rights and obligations under the User Agreement to any third party without the specific prior written permission of the Company.
9. SOCIAL MEDIA
1. As part of the functionality of the Site, you may link your profile with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either:
a) providing your Third-Party Account login information through the Site; or
b) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
2. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
4. By granting us access to any Third-Party Accounts, you understand that
(1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists and
(2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site.
5. You will have the ability to disable the connection between your Account on the Platform and your Third-Party Accounts at any time.
6. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
7. We make no active efforts to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.
8. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform.
9. You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your Account.
10. NO ENDORSEMENT
10.1 We neither endorse any Merchant nor the products/services offered by them. In addition, although these Terms require you to provide accurate Information, we do not attempt to confirm, and do not confirm its purported identity. We will not be responsible for any damage or harm resulting from your interactions with Merchants.
10.2 By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Merchants or other third parties will be limited to a claim against the particular Merchant or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from us with respect to such actions or omissions.
11.1. Currently, for all the transactions between the Merchant and the Buyer, the Merchant is not required to pay any commission (“Transaction Fees”) to the Company. The Merchant agrees that the Transaction Fees is subject to change and such change shall be published on the Platform from time to time.
11.2. We use third party service providers or payment gateway(s) for processing the payments made in relation to the purchase of products offered by the Merchants to Buyers.
11.3. Payment Gateways may charge Payment Gateway Fees which has to be borne by the User. In case of Lite Plan User, this Payment Gateway Fees shall be borne by Windo on your behalf up to certain amount of your cumulative order value. In case of Growth Plan User and Platinum Plan User, the Payment Gateway Fees shall be borne by us forever. Provided that Windo reserves the right to modify the Platform Services under the Plans which includes modifying this clause also.
11.4. The relevant third party service provider shall transfer the amount paid by the Buyer against an Order (after deducting the Transaction Fees, if any) in the Merchant’s account, within 3 business days from the Buyer being in receipt of the good/service pursuant to such an Order delivered.
11.5. In order to enable Buyers to use paid services on the Platform, the Company facilitates the provision of Pay Facility by a third-party service provider on the Platform, at its sole discretion. The Pay Facility shall enable automated collection and remittance services using the facilities of various banks, financial institutions, credit/ debit/ cash card brands, various third-party service providers and/or payment card industry issuers and through such other infrastructure and facilities for collection, refund and remittance, as the case may be. The Pay Facility shall be availed in accordance with these Terms.
11.6. The Pay Facility may support payments through credit/debit cards from the banks that are available while selecting the Pay Facility as the payment method or by cash. The Pay Facility may support payments through UPI and mobile wallet payment options. However, payment mechanisms may be added or removed or suspended through any one or more banks directly or through any payment gateway facilitators and such change shall come into effect upon the same being published on such third party service provider’s website.
11.7. The Pay Facility shall be made available to the Buyers to make payment easier. In case wrong bank account details are used by the Buyer, the Company shall not be responsible for loss of money, if any. In case of there being any technical failure, at the time of transaction and there is a problem in making payment, you could contact us at email@example.com however, the Company shall not be liable for transaction failure or payment issues. You assume sole responsibility for all risks associated with transfer of money or payments to the Merchants, whether or not such transfer or payments are done through the use of a third-party payment gateway. All disputes regarding delayed payments or failed payments must be resolved by you, and the third-party payment gateway directly.
11.8. You agree and accept that the Company is neither acting as a trustee nor acting in a fiduciary capacity with respect to the payment transaction by reason of providing the Pay Facility or any other method of payment to its Buyers.
11.9. While availing any of the payment method/s available on the Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:
(i) Lack of authorization for any transaction;
(ii) Exceeding the preset limit mutually agreed by you and between "Banks";
(iii) Any payment issues arising out of the transaction; or
(iv) Decline of transaction for any other reason.
11.10. All payment transactions are subject to approval by your issuing bank as applicable. If your bank refuses to authorize payment, the Merchant shall have the right to cancel the Order without any further liability. Further, you agree that we/Merchants will not be held accountable for any delays caused to the delivery in cases where the payment authorization is delayed by your bank/ financial institution.
11.11. You acknowledge and agree that you shall not use the details of credit card/debit card/net-banking or any other payment instrument which is not lawfully owned by you.
11.12. The Merchants have specifically authorized the Company or its service providers to collect, process, facilitate and remit payments electronically to and from other Buyers in respect of transactions through Pay Facility.
11.13. Your relationship with the Company is on a principal to principal basis and by accepting these Terms, you agree that the Company is an independent contractor for all purposes, and does not have control of or liability for the products or services that are listed on the Platform that are paid for by using the Pay Facility. The Company does not guarantee the identity of any Buyer nor does it ensure that a Buyer or a Merchant will complete a transaction.
11.14. You understand, accept and agree that the Pay Facility provided by the Company is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, receiving payment through collection and remittance facility for the transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway networks. Further, by providing the Pay Facility, the Company is neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction or the transaction price.
11.15. Buyers acknowledge and agree that the Company acts as the Merchant's payment agent for the limited purpose of accepting payments from Buyers on behalf of the Merchant. Upon your payment of amounts to us, which are due to the Merchant, your payment obligation to the Merchant for such amounts is completed, and we are responsible for remitting such amounts to the Merchant. You shall not, under any circumstances whatsoever, make any payment directly to the Merchant for Order bookings made using the Platform.
11.16. Payment Facility for Buyers:
(i) You, as a Buyer, understand that upon initiating a transaction you are entering into a legally binding and enforceable contract with the Merchant to purchase the products and /or services from the Merchant using the Pay Facility, and you shall pay the transaction price through your issuing bank to the Merchant using Pay Facility.
(ii) The Pay Facility includes only the electronic payment transactions. The Cash on Delivery option has not yet started. The Company may, on its sole discretion, initiate the Cash on Delivery feature in future.
(iii) You, as a Buyer, shall be entitled to claim a refund of the transaction price from the Merchant (as your sole and exclusive remedy) in case you do not receive the delivery of the goods or services being sold by the Merchant within the time period agreed in the transaction. In case you do not raise a refund claim using the Platform features within the stipulated time as mentioned by merchant, then this would make you ineligible for a refund.
(iv) You, as a Buyer, understand that refund may not be available in full or in part for certain category of products and/or services and/or transactions and hence you may not be entitled to a refund in respect of the transactions for those products and /or services. The merchant has complete control over this and the platform do not take any responsibility.
(v) Refund, if any, shall be made at the same issuing bank from where the transaction price was received, or through any other method available on the third party payment gateway’s website, as chosen by You.
(vi) The Buyer and Merchant acknowledge that the Company will not be liable for any damages arising in any case whatsoever, specially in the events that either party has not honored the commitments made to each other.
(vii) Refunds may be supported for select banks. Where a bank is not supported for processing refunds, you will be required to share alternate bank account details with for processing the refund.
(viii) Refund shall be conditional and shall be with recourse available to the Company in case of any misuse by Buyer.
(ix) We may also request you for additional documents for verification.
(x) The Company reserves the right to impose limits on the number of transactions or transaction price from an individual valid Credit/Debit/ Cash Card / Valid Bank Account/ and such other infrastructure or any other financial instrument directly or indirectly through payment aggregator or through any such facility to provide enabling support facility for collection and remittance of payment or by an individual Buyer during any time period, and reserves the right to refuse to process transactions exceeding such limit.
(xi) The Company reserves the right to refuse to process transactions by Buyers with a prior history of questionable charges including without limitation breach of the User Agreement by Buyer with the Company or breach/violation of any law or any charges imposed by the issuing bank.
(xii) The Buyer and Merchant acknowledge that the Company will not be liable for any damages, interests or claims etc. resulting from not processing a transaction/transaction price or any delay in processing a transaction/transaction price which is beyond control of the Company.
11.17. Buyer and Merchant shall comply with all the Laws applicable to them respectively for using the payment facility.
11.18. Buyer's arrangement with Issuing Bank:
(i) All valid credit / debit/ cash card/ and other payment instruments are processed using a payment gateway or appropriate payment system infrastructure and the same will also be governed by the terms and conditions agreed to between the Buyer and the respective issuing bank and payment instrument issuing company.
(ii) All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank which supports Pay Facility to provide these services to the Users. All such online bank transfers on Pay Facility are also governed by the terms and conditions agreed to between Buyer and the respective issuing bank.
11.19. Windo Cash and Credits
(i) The Company also provides the Windo Cash & Credit system to facilitate payment by the Users.
(ii) The Windo Cash and Credit may be used by you to make payment against various charges required to be paid by you including Delivery Charges, Logistics charges.
(iii) Windo reserves the right to modify the policy regarding Windo Cash and Credit.
12. WINDO RIGHTS
12.1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
12.2. We reserve the right to refuse service to anyone for any reason at any time.
12.3. Windo may collect and aggregate feedbacks, reviews from consumers of the Seller to provide a consolidated rating for the seller.
12.4. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Terms of Service.
12.5. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Windo customer, Windo employee, member, or officer will result in immediate Account termination.
12.6. Windo does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
12.7. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Windo employees and contractors may also be Windo customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
12.8. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
12.9. Windo retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Windo reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
13. INTELLECTUAL PROPERTY AND CUSTOMER CONTENT
13.1. The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Materials"). Materials uploaded by you may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Materials you transmit may be treated as non-confidential and non-proprietary.
13.2. We do not claim any intellectual property rights over the Materials you provide to the Windo Service. All Materials you upload to your Windo Store remains yours. You can remove your Windo Store at any time by deleting your Account.
13.3. By uploading Materials, you agree:
(a) to allow other internet users to view the Materials you post publicly to your Store;
(b) to allow Windo to store, and in the case of Materials you post publicly, display and use your Materials; and
(c) that Windo can, at any time, review and delete all the Materials submitted to its Service, although Windo is not obligated to do so.
13.4. You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
13.5. We are either the owner of intellectual property rights or have the non-exclusive, worldwide, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers) right to exercise the intellectual property, in the Platform, and in the material published on it including but not limited to user interface, layout format, order placing process flow, ideas, design, structure, expression, and any content thereof (except any content that is posted by the Merchants).
13.6. You recognize that the Company is the registered owner of the word mark ‘Windo’ and the logo including but not limited to its variants (“IPR”) and You shall not directly or indirectly, attack or assist another in attacking the validity of, or Company’s or its Affiliates proprietary rights in, the licensed marks or any registrations thereof, or file any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of IPR You shall report the same at firstname.lastname@example.org with all relevant information.
14. SHIPPING SERVICE TERMS FOR MERCHANTS
14.1. Windo provides you the Shipping Services wherein you are provided the option to deliver your goods and services either through our Delivery Partners (hereinafter defined) or through yourself.
14.2. Delivery Partners are third-party shipping services, your access to which has been facilitated by Windo.
14.3. Windo serves only as an intermediary between you and the applicable Delivery Partner, allowing you to deliver your goods and services to your customers.
14.4. You are responsible for delivery to your customers. Windo is not responsible for picking up, transporting, delivering or otherwise dealing with your shipment.
14.5. WINDO PROVIDES ACCESS TO THE THIRD PARTY SHIPPING SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WINDO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE THIRD PARTY SHIPPING SERVICES. WINDO DISCLAIMS ALL CONDITIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WINDO SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SHIPPING SERVICES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OF ANY KIND (INCLUDING LOSS OR DAMAGE TO GOODS SHIPPED USING THE THIRD PARTY SHIPPING SERVICES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE THIRD PARTY SHIPPING SERVICES. IN NO EVENT SHALL WINDO’S ENTIRE LIABILITY TO YOU EXCEED THE PRICE PAID BY YOU FOR THE THIRD PARTY SHIPPING SERVICES FOR THE GOODS TO WHICH YOUR CLAIM RELATES.
14.6. You agree to indemnify and hold Windo and (as applicable) our parent, subsidiaries, affiliates, Windo partners, officers, directors, agents, and employees, harmless from any liability, expense, loss, claim or demand, including reasonable attorneys’ fees, arising out of or in any way connected with your use of the Third Party Shipping Services, including any fees applicable to your purchase of Labels, your breach of these Shipping Terms or the documents it incorporates by reference, your violation of any law or the rights of a third party, any data uploaded by you or on your behalf, or any of your actions or omissions related to the Third Party Shipping Services.
14.7. Any use by you of the Third Party Shipping Services is entirely at your own risk and discretion. You should ensure that you are familiar with and approve the terms on which shipping services are provided by any Third-Party Shipping Service which you may choose to use.
15. THEME STORE
15.1. You may establish the appearance of your Windo Store with a design template from Windo’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single Store only. You are free to transfer a Theme to a second one of your own Stores if you close your first Store. To initiate a transfer of a Theme to a second one of your Stores, please contact Windo Support. You are not permitted to transfer or sell a Theme to any other person’s Store on Windo or elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable fee. Windo gives no assurance that a particular Theme will remain available for additional downloads.
15.3. The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and, without prejudice to our other rights or remedies, Windo may take administrative action such as modifying your Store or closing your Store.
15.4. Technical support for a Theme is the responsibility of the designer, and Windo accepts no responsibility to provide such support. Windo may be able to help you contact the designer.
15.5. It is the responsibility of the User, and not Windo, to ensure that the installation of a new theme does not overwrite or damage the current or pre-existing theme, or UI, of the user.
16.1. “Confidential Information” shall include, but shall 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. Windo’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.
16.2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall 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 shall 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 Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall 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 Service; 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 Service
16.3. This confidentiality obligation shall survive the termination of the agreement with and the User account of the concerned User.
17. LIMITATION OF LIABILITY
17.1. You expressly understand and agree that, to the extent permitted by applicable laws, Windo or its personnel or its suppliers, service providers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Platform Service.
17.2. To the extent permitted by applicable laws, in no event shall Windo or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Windo partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference or your violation of any law or the rights of a third party.
17.3. The Company’s liability under all circumstances is limited to the amount of charges/ fees, if any, paid by you to the Company. The Company, it’s Personnel and internal service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any information or communication provided on or through the use of the Platform or that of the operation of the Platform or Pay Facility will be error free and/or uninterrupted. The Company assumes no liability whatsoever for any monetary or other damage suffered by you on account of: (a) the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Platform or Pay Facility; or (b) any delay, failure, interruption or errors in the operation of the Platform or Pay Facility.
17.4. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
17.5. Windo does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
17.6. Windo does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
17.7. Windo is not responsible for any of your tax obligations or liabilities related to the use of Windo’s Services.
17.8. Windo does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
18. INDEMNITY FOR NON-COMPLIANCE OR BREACH
You shall indemnify and hold harmless the Company and the Company's parent, subsidiaries, its Personnel, Affiliates, internal service providers and their respective officers, shareholders, directors, agents, and employees, from and against any and all Losses, liabilities, actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation attorneys' fees and disbursements), made by any third party or penalty imposed due to or arising out of your breach of the User Agreement or resulting from untrue, inaccurate, misleading not current or incomplete information provided or verified by you.
19. PRIVACY & DATA PROTECTION
19.2. The Company views the protection of User’s privacy as a very important community principle. The Company clearly understands that you and the personal information provided by you is one of the most important assets to the Company. The Company stores and processes the information provided by you that are protected by physical as well as reasonable technological security measures and procedures in compliance with the applicable Law.
20. WAIVER, SEVERABILITY, AND COMPLETE AGREEMENT
20.1. The failure of Windo to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.
20.2. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Windo and govern your use of the Services and your Account, superseding any prior agreements between you and Windo (including, but not limited to, any prior versions of the Terms of Service).
21. CANCELLATION AND TERMINATION
21.1. You may cancel your Account and terminate the Terms of Service at any time by contacting Windo Support and then following the specific instructions indicated to you in Windo’s response.
21.2. Upon termination of the Services by either party for any reason:
a. Windo will cease providing you with the Services and you will no longer be able to access your Account;
b. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
c. any outstanding balance owed to Windo for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
d. your Store website will be taken offline.
21.3. If you purchased a domain name through Windo, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
21.4. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
21.5. We reserve the right to modify or terminate the Windo Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
21.6. Fraud: Without limiting any other remedies, Windo may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
22. THIRD PARTY SERVICES
22.1. Windo may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Windo App Store. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
22.2. Any use by you of Third Party Services offered through the Services or Windo’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Windo may receive a revenue share from Third Party Providers that Windo recommends to you or that you otherwise engage through your use of the Services, or Windo’s website.
22.3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Windo has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Windo’s websites, including the Windo App Store, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Windo. Windo does not guarantee the availability of Third Party Services and you acknowledge that Windo may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Windo is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Windo strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
22.4. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Windo is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
22.5. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Windo is not obligated to intervene in any dispute arising between you and a Third Party Provider.
22.6. Under no circumstances shall Windo be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Windo has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
22.7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Windo partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
23. BETA SERVICES
From time to time, Windo may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Windo will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Windo Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Windo’s prior written consent. Windo makes no representations or warranties that the Beta Services will function. Windo may discontinue the Beta Services at any time in its sole discretion. Windo will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Windo may change or not release a final or commercial version of a Beta Service in our sole discretion.
24. FEEDBACK AND REVIEWS
Windo welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback") to Windo be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Windo (whether submitted directly to Windo or posted on any Windo hosted forum or page), you waive any and all rights in the Feedback and that Windo is free to implement and use the Feedback if desired, as provided by you or as modified by Windo, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Windo must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Windo reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
25. RIGHTS OF THIRD PARTIES
Save for Windo and its affiliates, Windo Users or anyone accessing Windo Services pursuant to these Terms, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms shall have any right to enforce any term of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
26. GRIEVANCE REDRESSAL MECHANISM
26.1. In case of any grievance, objection or complaint on your part with respect to the Platform, other Users or the Company, including any complaints or enquiry about suspension, termination or blocking of your membership or right to use the Platform, you should promptly raise such grievance or complaint with the designated Grievance Officer at email@example.com and provide the Grievance Officer with all necessary information and/or documents to enable the Company/Grievance Officer to try and resolve the issue.
26.2. The Grievance Officer shall attempt to acknowledge your grievances/ complaints within 48 (forty-eight) hours of receiving it. The Grievance Officer may requisite such information as he may require in order to look into the grievances/ complaints for resolving the same. The Grievance Officer shall attempt to resolve the grievance/ complaint within 1 (one) month of having received it. You acknowledge that in the event you fail to provide the information sought by the Grievance Officer to look into your complaint, the Grievance Officer shall not be able to proceed with your grievance/ complaint, and as such, the grievance/ complaint may remain unresolved. By agreeing to the Terms herein, you hereby consent and authorize the Grievance Officer to contact you on the basis of the information provided by you, for the purposes of the grievance/ complaint.
27. DISPUTE RESOLUTION
27.1. The User Agreement and documents incorporated by reference shall be governed and construed in accordance with the laws of India. If any dispute arises between you and the Company during your use of the Platform or the Pay Facility or any service incidental to the Platform or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the Terms and/or any other agreement between the Company and you in addition to the User Agreement and any other documents incorporated therein by reference, the dispute shall be referred to the senior management of the Company for conciliation. If the dispute has not been resolved, then such a dispute shall be subject to the exclusive jurisdiction of the courts in Hyderabad, India and you hereby submit to the jurisdiction of such courts.