This agreement (“Agreement”) governs the relationship between: (i) @Market (“Service Provider” or “we”); (ii) individuals, business entities and other organizations (including persons duly authorized by them to access www.atmarket.co (the “Site”) (collectively, the “Vendors”) who use the Service (as defined in Clause 3.1) for the purposes of selling the Products (as defined in Clause 3.1) or services; and (iii) the persons who use the Service to purchase the Products (as defined in Clause 3.1) or avail of the services (the “Customers”).
Before using the Service Provider’s Service (as defined in Clause 3.1), please carefully and thoroughly read these terms and conditions as they make up the terms of service which is a legal, binding agreement between you and Service Provider.
1. ACCEPTANCE OF THE TERMS
1.1. By signing up for an account with @Market or using the Applications, you acknowledge that you have read, accept and agree to be bound by the terms and conditions set forth in this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your company” shall refer to such entity. If you do not have such authority or if you do not agree to this Agreement, you may not use this Service.
1.2. In addition to this Agreement, all Customers and Vendors shall also be bound by the terms of sale issued by the Vendor which are displayed with the selection of the Product, if any ("Additional Terms"). All Vendors are recommended to have transparent Additional Terms which have provisions relating to, inter alia, cancellations of an order, refund policy, payment terms, warranties, shipping, taxes and customs. If there is any conflict between the Additional Terms and this Agreement, this Agreement shall take precedence.
2. CHANGES TO AGREEMENT
2.1. This Agreement may be updated by the Service Provider periodically. All such updates and changes are effective immediately upon posting a revised version of this Agreement on the Site. You should view this Agreement often to stay informed of changes that may affect you, as your continued use of the Site signifies your continuing consent to be bound by the terms of this Agreement. We expressly reserve the right to make any changes to this Agreement, or to the Site and their contents, or the Service at any time without prior notice to you. If any change to this Agreement is not acceptable to you, your only remedy is to stop accessing and using the Site and Service.
3. DESCRIPTION OF SERVICE
3.1. The Service Provider provides Vendors with the @Market Facebook application, and may, from time to time, provide other applications such as the @Market Mobile application (together, the “Applications”) and Site (such service being hereinafter referred to as the “Service”). The Service allows Vendors to showcase products, services, images, pricing and other stock-keeping unit level information (“Products”) in the Site and on the Applications, for the purposes of selling the Products to Customers. The information that Vendors may choose to showcase their Products using the Service includes, but is not limited to, still images, video, product descriptions, product pricing, service descriptions, service pricing, quantity available and links to e-commerce functionality on a third-party site.
3.2. @Market, as a software platform makes available the Service to Vendors to sell their Products. The sale of products, offers and services is sole responsibility of the Vendor. A sales transaction and further post-sales interaction between a Vendor and the Customer are considered as agreement solely between the Vendor and the Customer. @Market is purely used as a software / platform to facilitate these transactions and cannot be held liable for breach of the terms of any sale, non-fulfillment thereof, shipping, cancellation or warranty of the Products, refund of such transactions or any breach by the Vendor and / or the Customer of applicable laws in relation to any transaction between the Vendor and the Customer.
3.3. Vendors confirm that Service Provider shall not be responsible for any deficiency in payment of consideration payable towards the Products purchased by Customers using @Market.
3.4. In the event the Vendor fails to complete a sale of a Product to a Customer, the Customer acknowledges that any disputes between such Customer and Vendor shall be resolved bilaterally between them and the Service Provider shall not be party to any disputes. Further, the Customer agrees that the Service Provider has no role and will not be held liable for failure of the Vendor to make available any Products ordered on @Market or any deficiency in any Product.
3.5. The shipping for the Products is done on the Additional Terms set by the Vendor. Any fee, taxes, duties or charges, including any Octroi charges, wherever applicable, would be borne either by the Vendor or Customer as per the Additional Terms. All the Products are governed by the terms of warranties provided by the respective Vendor in the Additional Terms.
3.6. You acknowledge that Service Provider has the right to change or discontinue the Service at any time, without notice. You further acknowledge that the Service Provider may add or modify the procedures, modes, processes or conditions of purchase at any time to adapt to changes that it may make to the Services. You agree that the Service Provider shall not be liable to you or to any third party for any modification, suspension or discontinuance of any aspect of the Services.
4. ACCESS, REGISTRATION AND PAYPAL ACCOUNT
4.1. In consideration of your use of the Site and Services, you represent that you are of legal age to form a binding contract; you agree that all information that you provide to Service Provider in connection with your access to and use of the Site and Services (including, but not limited to, all information that you provide in the registration process) is true, accurate and complete; and that you will maintain and routinely update such information to keep it true, accurate and complete at all times. We reserve the right to terminate this Agreement and to refuse, restrict or discontinue Service or access to the Site, or any portion or features of the Site and Services, to you or any other person or entity, for any reason or for no reason whatsoever, at any time, and without notice or liability, including, but not limited to, termination of your use of the Site and Services, in the event that any information provided by you in the registration process is, at such time or at any time thereafter, untrue, inaccurate or incomplete or if you otherwise fail to comply with the terms and conditions of this Agreement or other agreement that you have with us. You are responsible for maintaining the confidentiality of your password and account and are fully and solely responsible for all activities that occur under your password and account.
4.2. For the purpose of concluding transactions between Vendors and Customers, the Service Provider shall integrate payment gateways, including, but not limited to, a PayPal payment gateway, on the Site. All Vendors who propose to use the PayPal gateway shall be required to have registered PayPal accounts for use of the Site.
5. USE OF THE SERVICE
5.1. Subject only to the limited right to access and use the Service expressly granted to you under this Agreement, all rights, title and interest in and to the Service and its components shall remain with and belong exclusively to the Service Provider.
5.2. You shall not modify, adapt, reverse engineer or hack the Service or falsely imply any association with @Market and / or the Service Provider, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. In no event shall you reproduce, duplicate, reverse engineer, copy, sell, resell or exploit for any commercial purposes, all or any portion of the Content or the Site or its Service or attempt to modify, reverse engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human perceivable form any of the software provided by Service Provider or used by @Market in providing the Service.
5.3. You agree that you shall not use the Service to intentionally or unintentionally violate any local, state, federal or international law, rule or regulation upload, post, transmit, sell or otherwise make available any Content, Product or service that is unlawful, illegal, stolen, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, inflammatory, hateful, or racially, ethnically or otherwise objectionable falsely state or otherwise misrepresent your affiliation with a person or entity; upload, post, transmit, sell or otherwise make available any Content, Product or service that you do not have a lawful, legal right to make available or sell, make available any content, product or service that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party. If any Customer and / or Vendor obtains knowledge of any such Content, Product or service, such Customer / Vendor should immediately report it to the Service Provider at firstname.lastname@example.org.
5.4. You agree that you shall not access Site Content (as defined in Clause 10.2), data, Product or services not intended for you, or log onto a server or account that you are not authorized to access attempt to probe, scan or test the vulnerability of the Service or any associated system or network, breach security or authentication measures, interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
6.1. Before accessing and using the Site and Service, you must obtain all required consents and approvals from your Company and from any customers, clients and other third parties who may be affected by, or may need to consent to, your access to and use of the Site and Services, whether such consents and approvals are required by this Agreement, law or otherwise.
8. CANCELLATION AND TERMINATION
8.1. You are responsible for properly canceling your account. You may cancel your access to Services only after fulfilling all your commitments to the Vendor, or Customer, as the case may be. The Service Provider may, at its sole discretion, require the Vendor to provide necessary documents to establish that it has fulfilled all outstanding orders and commitments.
8.2. Service Provider reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service for any reason, including, if Service Provider believes that you have violated this Agreement or have acted in a manner that is prejudicial to its interests. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service may be referred to appropriate law enforcement authorities and you release Service Provider from any and all liability stemming from such reporting and cooperating with local, state, federal and international law enforcement officials. Under no circumstances shall Service Provider be liable to you or any third party for any modification, suspension or discontinuation of the Service.
8.3. You may choose to remove the Application from your Facebook account by clicking on “Settings” in the toolbar and selecting “Application Settings” form the drop-down menu. Click the “x” next to the @Market Application’s name, then click “remove” again to confirm the deletion. In addition, you can delete the @Market tab from your Facebook page; however, this will only remove the tab from your Facebook page and you are still active with the application until you remove the Application from your Application Settings area on Facebook.
9.1. Service Provider may, from time to time, need to interrupt the Service for maintenance and other operational reasons, as determined in its sole discretion, and you shall not receive any compensation or refund for such interruptions. Service Provider shall not be liable to you or any third party for any interruption of Service for any reason, and you hereby release and agree to defend, indemnify and hold harmless Service Provider from and against any and all claims, costs (including attorney fees), injuries, losses or damages arising in connection with such interruption.
10. PROPRIETARY CONTENT
10.1. The Service Provider respects the intellectual property rights of others and expects you to do the same. Service Provider has expended substantial time, effort, resources and funds to create the Application and Site and to develop and provide the materials, products and Services that are available through the Application and Site.
10.2. You understand and agree that Service Provider owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the Site and Services made available on or through the Site, and all information, text, data, databases, graphics, images, design elements, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Site Content”).
10.3. You acknowledge that the Site Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of various countries, and that you acquire no ownership interest by accessing and using the Site, Service and the Content. Such intellectual property and proprietary rights include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks and trade secrets, and all such rights are and shall remain the property of Service Provider and its licensors.
10.4. You are solely responsible for any data, text, software, music sound, images, photographs, graphics, video, messages, files or other materials ("Content") which is transmitted, posted, or distributed by you through the Service, including but not limited to the contents of your e-mail communications, information, photos or images posted by you or posted to your profile page and information, photos, images, sound files or other Content posted by you in a forum or other page. By posting, uploading, inputting, providing or submitting any Content you are granting the Service Provider a royalty-free, unrestricted, and world-wide, across the site, and in search results, permission to use any Content, in connection with the operation of the Service including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Content; and to publish your name in connection with your Content. Further, by posting, uploading, inputting, providing or submitting any Content you warrant and represent that you own all right, title and interest to that Content. You agree to not post anything to which you do not have the rights. The Service Provider does not own or control the Content posted by Vendors and Customers via the Service and, does not guarantee the accuracy, integrity or quality of such Content. You may be exposed to Content posted by other Customers / Vendors that may be offensive, indecent or objectionable. Under no circumstances will the Service Provider be liable in any way for any Content posted by any Customer or Vendor, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise transmitted via the Service.
10.5. The Vendor understands and agrees that it owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the information, text, data, databases, graphics, images, design elements, logos, software and other content (collectively, the “Content”) used by it for the purposes of selling the Products made available on or through the Site.
10.6. By uploading Content on the Site, the Vendors and Customers agree not to violate any law, regulation or agreement with respect to any intellectual property right which may apply, and them and further agree to indemnify, defend and hold harmless, the Service Provider, it's owners, agents, officers, directors and employees from and against any and all claims alleging violation of any intellectual property right associated with the Vendor / Customer’s use of the website.
11. COMPLIANCE WITH LAW
11.1. In connection with your access to and use of the Site and Services and that of any person authorized by you to use the Service, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. These assurances and commitments by you shall survive termination of this Agreement.
12. LINKED SITES
12.1. For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of the Service Provider. Service Provider does not sponsor or endorse such Web sites and is not responsible for the accuracy, security, content or any aspect thereof. Service Provider disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves.
12.2. You agree that you will bring no suit or claim against Service Provider arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites.
13.1. Although Service Provider strives to make the Site and the Service helpful, reliable and current, you understand that your access to and use of the Site and the Service is at your own initiative and risk. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and Service are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of viruses and other destructive routines. ALL CONTENT, MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED BY THE SERVICE PROVIDER. Service Provider DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT. Service Provider DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE SITE AND THE MATERIALS, CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES, TROJAN SOFTWARE, HACKER ACTIVITY OR OTHER HARMFUL COMPONENTS.
14. LIMITATION OF LIABILITY
14.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Service Provider, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES ARE COLLECTIVELY, THE “Service Provider Associates”), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION ON ANY GROUNDS, INCLUDING ARISING IN ANY WAY OUT OF:
(i) THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEB SITE, EVEN IF ANY Service Provider Associates SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
(ii) OUT OF YOUR ACCESS TO AND USE OF THE CONTENT, THE SITE, AND SERVICES, ANY BREACH OF THIS AGREEMENT (INCLUDING ANY REPRESENTATIONS MADE HEREIN), ANY UNAUTHORIZED ACCESS TO THE SITE USING YOUR PASSWORD OR ANY VIOLATION OF ANY RIGHTS OF A THIRD PARTY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE Site;
FOR AVOIDANCE OF DOUBT, IT IS CLARIFIED THAT THE Service Provider Associates SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LOSSES OR LIABILITIES WHATSOEVER. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
15.1. You, on behalf of yourself, your company, subsidiaries, affiliates, officers, directors, members, managers, employees, agents, customers and contractors, (collectively “Indemnifying Parties”) hereby unconditionally and forever release, discharge and agree to indemnify, defend and hold all of the Service Provider Associates harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees), whether under contract, warranty, tort (including negligence, strict liability, product liability or other theory) relating to any claim the Indemnifying Parties or any Customer may now or later have due to or arising Service Provider reserves, and you grant to it, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of this Agreement.
16.2. Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of Service Provider’s copy of this Agreement in a court in connection with any proceeding arising out of this Agreement.
16.3. This Agreement does not confer any rights, remedies or benefits upon any person other than the Customer, Vendors and Service Provider.
16.4. Service Provider may assign its rights and duties under this Agreement at any time to any party without notice. You may not assign this Agreement without the prior written consent of Service Provider.
16.5. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
16.6. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Law or regulation or government policy, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.
16.7. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of this Agreement and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
16.8. This Agreement shall not be construed to make you and Service Provider a partner, agent or joint venture of each other.
17.1. The Site was created and is presently maintained, located and controlled by Service Provider in India. This Agreement shall be governed by and construed under the laws of India, without regard to conflicts of law principles or rules thereof. You hereby expressly agree to submit to the exclusive jurisdiction of the federal and state courts located in New Delhi for the purpose of resolving any dispute relating to this Agreement, your access to or use of the Site or the Service. You agree to submit to the personal jurisdiction of the courts located in India and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. Any legal action arising out of or related to this Agreement and your access to and use of the Site or the Service must be commenced within thirty days after the cause of action arose or it will be forever barred.
18. INTERNATIONAL VENDORS AND EXPORT CONTROL LAWS
18.1. The Site can be accessed from countries around the world. Vendors agree to comply with all applicable export and import laws and regulations in relation to the sale of any Products to Customers. In particular, Vendors represent that they are not a party identified in any government export exclusion list.
19. QUESTIONS REGARDING TERMS
19.1. Please contact us with any questions regarding the Site, the Service or this Agreement by e-mail or by the Inquiry link at the top right section of the @Market website.