2. ELIGIBILTY TO USE
2.2 To use the website and/or the Service (whether with or without registration) and to make any purchase, you must be 18 years of age or over.
2.3 The Website and the Service and any purchase are directed solely at those who access the Website from the Republic of India. SMPL makes no representation that Service (or any goods or services) are available or otherwise suitable for use outside the Republic of India. If you choose to access the Website (or use the Service or make a purchase) from locations outside the Republic of India, you do so on your own initiative and are responsible for the consequences thereof.
2.4 SMPL reserves the right to prevent you using the Website and the Service (or any part of them) and to prevent you from making any purchase or to suspend or remove any Users from the Shopmate system by Shopmate for any reason whatsoever. If You do not confirm to the above qualification, You shall not be permitted to avail the Services or use the Website. You represent that You are of legal age to form a binding contract and are not a person barred from receiving services under the laws as applicable in India.
2.5 Shopmate reserves the right to refuse access to use the Services offered at the Website to new Users or to terminate access granted to existing Users at any time without according any reasons for doing so.
3.1 Shopmate provides an interactive online service owned and operated by SMPL through the Website on the World Wide Web of the Internet (the "Web" or "Internet") & through the Mobile Application for different platforms including but not limited to Android hosted on Google Play Store & iOS hosted on Apple App store (iTunes) consisting of information services, content and transaction capabilities provided by SMPL, its subsidiaries and its associates with whom it has business relationships ("Business Associates") including but not limited to third parties that provide services in relation to creation, production or distribution of content for the Website ("Third Party Content Providers"), third parties that provide advertising services to SMPL ("Third Party Advertisers") and third parties that perform function on behalf of SMPL like sending out and distributing our administrative and promotional emails and text messages ("Third Party Service Providers").
3.2 The right to use this Website is personal to the User and is not transferable to any other person or entity. The User shall be responsible for protecting the confidentiality of User's password(s), if any. User understands and acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of SMPL,and SMPL shall not be responsible for any data lost while transmitting information on the Internet.
3.3 While it is SMPLs objective to make the Website accessible at all times, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of SMPL, access to the Website may be interrupted, suspended or terminated from time to time. SMPL reserves the right, in its sole discretion, to terminate the access to any or all SMPL websites and the related services or any portion thereof at any time, without notice. SMPL shall also have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content, graphics, deals, offers, settings, hours of availability and equipment needed for access or use. Further, SMPL may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.
4.1 The User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Website and all charges related thereto. SMPL shall not be liable for any damages to the User's equipment resulting from the use of this Website.
5. USER ACCOUNT AND SECURITY
5.2 The Website requires You to register as a User by creating an Account in order to avail the Services provided by the Website. You will be responsible for maintaining the confidentiality of the Account Information, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify Shopmate of any unauthorized use of Your Account Information or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. Shopmate cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section 5.2. You may be held liable for losses incurred by Shopmate or any other user of or visitor to the Website due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account Information secure and confidential.
5.3 You shall ensure that the Account Information provided by You in the Website's registration form is complete, accurate and up-to-date. Use of another user's Account Information for availing the Services is expressly prohibited.
5.4 If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Shopmate has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Shopmate has the right to suspend or terminate Your Account and refuse any and all current or future use of the Website (or any portion thereof).
6. USER OBLIGATIONS
6.3 You agree to adhere to all limitations on dissemination, use and reproduction of any materials (such as the product catalogues) that You access on the Website
6.4 You agree not to access (or attempt to access) the Website and the materials or Services by any means other than through the interface that is provided by Shopmate. You shall not use any deep-link, 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 Website or Content (as defined below), or in any way reproduce or circumvent the navigational structure, or presentation of the Website, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website.
6.6 The User undertakes not to:
(i) to send or receive any information for which you have not obtained all necessary license and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
(ii) to send or receive any material which is harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
(iii) to intercept or attempt to intercept any communications transmitted by way of a telecommunication system; or
(iv) for any fraudulent purposes.
(v) To Defame, abuse, harass, threaten or otherwise violate the legal rights of others;
(vi) To Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
(vii) To Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information through any bookmark, tag or keyword;
(viii) To Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website);
(ix) Attempt to gain unauthorized access to any portion or feature of the Website, any other systems or networks connected to the Website, to any Shopmate server, or to any of the Services offered on or through the Website, by hacking, password mining or any other illegitimate means;
(x) Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked sites;
(xi) Use any device or software to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person's use of the Website;
(xiii) Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
(xiv)Violate any applicable laws or regulations for the time being in force within India;
6.7 The User shall not post or transmit through this Website and/or the Minisites any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without SMPLs express prior, written approval, contains advertising or any solicitation with respect to products or Services.
6.9 The foregoing provisions of this Section 4 apply equally to and are for the benefit of SMPL, its subsidiaries, Business Associates and Third Party Content Providers, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
7. Purchase and Redemption through Shopmate Coupons
7.1 Shopmate provides an opportunity to its Users to view and avail value deals / best price from a number of dealers, including but not limited to Automobile Dealers, Mobile & Tablets Dealers, Electronics Dealers, Computers Dealers ("Institutions"), with which SMPL has an association, at discounted / best prices in that circle.by issue of coupons that can be redeemed up to a certain validity period from outlets of the Institutions ("Coupons").
7.2 In order to make a purchase using the Shopmate platform, the User would be required to create an account on the Website. This is required so we can provide you with easy access to print your orders, view your past purchases and modify your preferences.
7.5 Once we issue the Coupon to you, you may cancel the transaction at any time within 2 working days from the day after the day you received the Coupon (a working day is any day that is not a Saturday, Sunday or a Bank Holiday in the Republic of India). If you do want to cancel, you must do so by sending us an email at support@Shopmate.com to inform us that you are cancelling the Coupon.
7.6 All Shopmate Coupons are a two step mechanism for concluding transaction between the buyer and the seller. Coupons will be first issued to the buyer as a proof of his commitment to purchase the selected product or services from the selected dealer. Buyer will then produce the coupon before the dealer who will deliver the product/service after confirmation of its authenticity. Coupons shall be subject to the standard terms and conditions and specific terms and conditions. Shopmate Coupons are issued on behalf of the Institutions and only such Institutions, to the exclusion of SMPL, shall be responsible for any and all injuries, illnesses, damages, charges, expenses, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Institutions or which arises out of the goods and/or services provided by the Institutions, as well as for any unclaimed property liability arising from unredeemed Shopmate Coupons.
8. Standard Terms and Conditions (for Dealers-Specific ShopmateCoupons)
8.1 For the purpose of this section, Dealers shall be defined as an Institution that offer products and services for sale in its regular business operations, and is making such products available to purchasers of ShopmateCoupons. In this respect, the following shall constitute as 'Standard Terms and Conditions'™ for redeeming ShopmateCoupons:
(i) SMPL shall not be responsible for the quality of services provided by the Dealers, and the same shall be the sole responsibility of the Dealers, and liability arising out of the same shall be that of the Partner exclusively
(ii) Shopmate Coupons are redeemable in their entirety only and may not be redeemed incrementally.
(iii) Shopmate Coupons can be redeemed only after due verification of the customer including, without limitation, matching the unique identification number provided to the customer at the time of purchase of Shopmate Coupons.
(iv) Validity period for redemption of Shopmate Coupons is determined by Dealers, and shall be mentioned on Shopmate Coupons.
(v) It is at the discretion of the Dealer to determine whether Shopmate Coupons can be combined with any other Coupons, third party Coupons, coupons, or promotions and the like.
(vi) Shopmate Coupons cannot be used for taxes, tips or prior balances, unless permitted by the Dealer.
(vii) Neither SMPL nor the Dealer is responsible for lost or stolen Coupons or the reference numbers mentioned on it. 1.
(viii) Reproduction, sale or trade of Shopmate Coupons is strictly prohibited. Any attempt to do the same shall tantamount to fraud.
(x) The Shopmate Coupon (including, but not limited to, any discounts provided therein) will expire on the date specified on it.
(xi)Shopmate Coupons may be applied only to purchase the products or Services sold by the Dealers, and may not be applied to shipping or handling charges.
(xii) The issuing of credit is at the sole discretion of the Institution.
8.2 Institutions will have their own applicable terms and conditions, in relation to their own supply of their goods and services, and you agree to (and shall) abide by those terms and conditions. The responsibility to do so is yours alone.
9. Force Majeure
Without prejudice to any other provision herein, SMPL shall not be liable for any loss, damage or penalty as a result of any delay in or failure to deliver or otherwise perform hereunder due to any cause beyond SMPLs control, including, without limitation, acts of the User, embargo or other governmental act, regulation or request affecting the conduct of SMPLs business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God.
10. Purchase and Sale of Products and/or Services
SMPL takes no responsibility for the services and/or products for which Shopmate Coupons may be redeemed. Further, SMPL makes no warranty to the Users for the quality, safety, usability, or other aspect of the product or service for which the Shopmate Coupon may be redeemed.
11. Intellectual Property Rights
11.1 All intellectual property rights (including all copyright, patents, trade marks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements)) whether registered or unregistered) in the Website and Service, Mobile Application, (subject to Clause 11.4) information content on the Website or accessed as part of the Service, any database operated by us and all the Website design, text and graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property. All rights are reserved.
11.2 None of the material listed in Clause 11.1 may be reproduced or redistributed or copied, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, sold, rented or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
11.3 All rights (including goodwill and, where relevant, trade marks) in the SMPL name are owned by us (or our licensors). Other product and company names mentioned on the Website are the trade marks or registered trade marks of their respective owners.
11.4 Title, ownership rights and intellectual property rights in and to the content accessed using the Service is the property of the applicable content owner or Merchant and may be protected by applicable copyright or other law. The Agreement gives you no rights to such content.
11.5 Subject to Clause 11.6, any material you transmit or post or submit to the Website (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary, subject to our obligations under data protection legislation. If for some reason, any part of that statement does not work as a matter of law, then for anything which you supply to us from whatever source (i.e. via email, the Website or otherwise) you grant us a royalty-free, perpetual, irrevocable, non-exclusive right to use, copy, modify, adapt, translate, publish and distribute world-wide any such material.
11.6 All comments, suggestions, ideas, notes, drawings, concepts or other information: (i) disclosed or offered to us by you; or (ii) in response to solicitations by us regarding the Service or the Website; (in each foregoing case, these are called "Ideas") shall be deemed to be and shall remain our property and you hereby assign by way of present and future assignment all intellectual property rights in Ideas, to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
12. Disclaimer of Warranty; Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
12.1 The User expressly agrees that use of the Website, Mobile Application and the Minisites is at the Userâ€™s sole risk. Neither SMPL , its subsidiaries Business Associates nor any of their respective employees, agents and third party content providers warrant that use of the Website will be uninterrupted or error free; nor do they make any warranty as to (i) the results that may be obtained from use of this Website, or (ii) the accuracy, reliability or content of any information, service or products provided through the Website or the Minisites.
12.2 The Website and the Minisites are made accessible on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.
12.3 We do not give any warranty that the Services or the Website are free from viruses or anything else which may have a harmful effect on any technology.
12.4 We reserve the right to change, modify substitute, suspend or remove without notice any information or Coupon or service from the Website or forming part of the Service from time to time. Your access to the Website and/or the Services may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We assume no responsibility for functionality which is dependent on your browser or other third party software to operate. For the avoidance of doubt, we may also withdraw any information or Coupon from the Website or Services at any time.
12.5 We reserve the right to block access to and / or to edit or remove any material which in our reasonable opinion may give rise to a breach of this Agreement.
12.6 This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. The User specifically acknowledges that SMPL is not liable for the defamatory, offensive or illegal conduct of other users or third-parties and that the risk of injury from the foregoing rests entirely with the User.
12.7 In no event shall SMPL, or any Business Associates, Third Party Content Providers, Third Party Advertisers or Third Party Service Providers, producing or distributing the Website or the contents hereof, including the Minisites Mobile Application and any software, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the Website. The User hereby acknowledges that the provisions of this Clause shall apply to all content on the Website, Mobile Application and the Minisites.
12.8 In addition to the terms set forth above, neither SMPL , nor its subsidiaries and Business Associates, Third Party Service Providers or Third Party Content Providers shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within the Website, Mobile Application or any of the Minisites, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including without limitation lost profits, punitive or consequential damages.
12.9 Nothing in this Agreement shall exclude or limit our liability for (i) fraud; (ii) death or personal injury caused by our breach of duty; or (iii) other liability which cannot be excluded or limited by applicable law. 12.10 SMPL shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.
13.1 SMPL shall have the right, but not the obligation, to monitor the content of the Website at all times, including any chat rooms and forums that may hereinafter be included as part of the Website, to determine compliance with this Agreement and any operating rules established by SMPL, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, SMPL shall have the right to remove any material that SMPL, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
15 License Grant
15.1 By posting communications on or through this Website, Mobile Application, the User shall be deemed to have granted to SMPL a royalty-free, perpetual, irrevocable & non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. .
16. Indemnification and limitation of liability
16.1 The User agrees to defend, indemnify and hold harmless SMPL , its subsidiaries and Business Associates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys fees, arising out of (i) the use of this Website, Mobile Application and/or the Minisites by the User; (ii) the use of the Coupon; (iii) the use of the Service or Website through your password; or (iv) any breach of this Agreement by you.
16.2 In no event shall Shopmate, its officers, directors, employees, partners or suppliers be liable to You, the vendor or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not Shopmate has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of or access to the Website, Services or materials.
16.3 The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.
17.1 SMPL may terminate this Agreement at any time. Without limiting the foregoing, SMPL shall have the right to immediately terminate any passwords or accounts of a User in the event of any conduct by the User which SMPL, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement. All such provisions wherein the context so requires, including Clause 11, 12, 14, 15, 16 will survive termination of this Agreement.
17.2 Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
18. Third Party Content
18.1 SMPL, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, SMPL has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including Third Party Content Providers, or any other Users are those of the respective author(s) or distributors and not of SMPL .
18.2 Neither SMPL nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose (refer to Disclaimer Clause above for the complete provisions governing limitation of liabilities and disclaimers of warranty).
18.3 In many instances, the content available through this Website& Mobile Application represents the opinions and judgments of the respective information provider, User, or other users not under contract with SMPL .SMPL neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Website by anyone other than authorized SMPL employee / spokespersons while acting in official capacities.
18.4 Under no circumstances will SMPL be liable for any loss or damage caused by User's reliance on information obtained through the Website. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice etc. or other content available through the Website.
18.5 The Website may contain links to third party websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by SMPL of the contents on such third-party websites and SMPL hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If the User decides to access linked third-party websites, the User does so at his/her own risk.
18.6 Unless you have executed a written agreement with SMPL expressly permitting you to do so, you may not provide a hyperlink to the Website from any other website. SMPL reserves the right to revoke its consent to any link at any time in its sole discretion.
19.1 SMPL may place advertisements in different locations on the Website and at different points during use of the Service. These locations and points may change from time to time - but we will always clearly mark which goods and services are advertisements (i.e. from persons other than us), so that it is clear to you which goods and services are provided on an objective basis and which are not (i.e. the advertisements).
19.2 You are free to select or click on advertised goods and services or not as you see fit.
19.3 Any advertisements may be delivered on our behalf by a Third Party Advertiser.
20.3 Arbitration: Any Dispute arising out of or relating to this Agreement or the interpretation hereof or with respect to the breach, termination or invalidity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any dispute, which cannot be resolved between the parties, including any matter relating to the interpretation of this Agreement, shall be submitted to arbitration in accordance with the provisions of this Agreement. Any arbitration referred to shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (the "Arbitration Act"). The arbitral tribunal shall consist of a sole arbitrator to be appointed by SMPL. The venue of arbitration shall be in Delhi / New Delhi, India. The language to be used in the arbitration shall be the English language exclusively, and any award shall be made in the English language. Any decision of award of the arbitral tribunal shall be final and binding upon both the parties and a judgment upon the arbitral award may be entered in any court having jurisdiction.
20.4 Waiver: No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default.
20.5 Headings: The section headings used herein are for convenience only and shall be of no legal force or effect.
20.6 Severability If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
20.7 All provisions of this Agreement apply equally to and are for the benefit of SMPL, it subsidiaries, any holding companies of SMPL, its (for their) affiliated and it (or their) Third Party Content Providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties).
Disclaimer: Effective 13th Feb 2016, Wherever the word “Shopmate.com” has occurred in the previously entered agreements, website, contracts shall change and become “Shopmate.in”. And that Shopmate.com will be henceforth used in reference to other countries barring India and in reference to India “Shopmate.in” shall be used henceforth.