Seller Agreement and Terms and Conditions
Effective Date (Last Updated): January-25, 2023
Welcome to Zoozle ’s Seller Agreement & Terms & Conditions .
This document is an electronic record in terms of Information Technology Act, 2000 (“ IT Act, 2000”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes and as amended by the IT Act, 2000 from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.
The domain name www.zoozle.in including the related mobile site and mobile application as (hereinafter referred to as “ Zoozle Platform”) is owned and operated by Zoozle Tech Private Limited, a private limited company, incorporated and registered under the Companies Act, 2013, having its registered office at No. 30/1, 4th Floor, Leemans Complex, Cunningham Road, Bangalore, Karnataka, India. (Hereinafter, referred to as “ Zoozle” and for all purposes, the personal pronouns like “ we,” “ us,” “ our” be used).
When You use any current or future services provided by us through the Zoozle Platform You will be subject to the rules, guidelines, policies, terms and conditions applicable to such services and they shall be deemed incorporated into the Sellers Terms and considered a part and parcel of the Sellers Terms. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Sellers Terms at any time. We will notify you through any of the communication modes as mentioned in this Sellers Terms in case of any changes or updates to the Sellers Terms that materially impact your use of the Zoozle Platform. Your continued use of the Zoozle Platform following the changes or updates will mean that You accept and agree to the revisions. As long as You comply with the Sellers Terms, we grant You a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Zoozle Platform.
ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM INDICATES YOUR AGREEMENT WITH ALL THE TERMS AND CONDITIONS UNDER THE SELLERS TERMS. PLEASE READ THE SELLERS TERMS CAREFULLY BEFORE PROCEEDING.
By implicitly or expressly accepting the Sellers Terms, you also accept and agree to be bound by all of Zoozle’s policies applicable to you amended, from time to time.
The Zoozle Platform and Zoozle E-Commerce Enabler Services comprise an online platform through which You may upload Listed Products for sale, digital marketing, customer service management and supply chain management and Buyer may learn about, connect, and buy Listed Products directly from You or through Zoozle entrepreneurs. You understand and agree that Zoozle is not a party to any agreements entered into between You and Buyer, nor is Zoozle a provider of any goods and/or Products and/or services, an agent or insurer. Zoozle cannot and has no control over the content contained in any Listed Products and the condition, legality or suitability of any Products and the conduct of any Seller .
Interpretations & Definitions
Clauses in this Sellers Terms are inserted for convenience only and shall not be used in its interpretation unless inserted for specific meaning/s. In these Sellers Terms, unless the context clearly indicates a contrary intention, a word or an expression which denotes a natural person shall include an artificial person (and vice versa), any one gender shall include the other genders, the singular shall include the plural (and vice versa) and the following words and expressions shall bear the meanings assigned to them below (and cognate words and expressions shall bear corresponding meanings):
“ Affiliate” means with respect to a person, any other person which directly or indirectly controls, or is controlled by, or is under common control with, the specified person. For purposes of the preceding sentence, “control” of a person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, or direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 50% (fifty percent) or more of the outstanding shares of any class of capital stock of such person (or in the case of a person that is not a corporation, 50% (fifty percent) or more of any class of equity interest).
“ Applicable Law” means any Indian statute, law, ordinance, regulation, rule, order, bye law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument which is for the time being in force in India.
" Collective Content" means Seller Content and Zoozle Content.
" Content" means text, graphics, images, audio, video, software (excluding the “ Application”), information or other materials of promotion of the Listed Products displayed by the Seller for sale, on the Site, application and Zoozle Platform Services .
“Deliverables” means any quantum of Listed Products agreed and provided (for an agreed monetary compensation/consideration) and to be delivered by the Seller to a Buyer to complete the sale.
“ Intellectual Property” means trade name, trademark, logo, copyright, service mark used by Zoozle in relation to its business and any other form of intellectual property.
“ Jurisdiction” means the authority of the courts of Bangalore city, Karnataka, INDIA, only, in case of any legal implication/cases.
" Listed Products" means an offer to sell and deliver products that is posted by a Seller via the Zoozle Platform.
" Seller Content" means all Content that a Seller posts, uploads, publishes, submits, transmits, or includes in their Listed Products or Seller profile to be made available through the Zoozle Platform.
“ Platform Services” means any services offered to the Buyers through ‘Zoozle’, including but not limited to providing end to end IT solutions by offering the Zoozle Platform to the Buyers to make their selection vide a variety of options, shortlisting the Seller and placing orders, providing payment gateways vide third party/ies, providing technology solutions, interactions via email, phone, messaging services etc. and providing ancillary services to the Buyers.
“ Products” shall mean the product sold by the Seller to the Buyer from the Zoozle Platform.
“ Seller” means independent person, individual, firm or company or any organization or any legal entity of existence under the governance of the country, who is providing Listed Products to Buyer through the Zoozle Platform and who is accepted by Zoozle for the purpose of providing such Platform Services.
“SNS” means certain third-party Social Networking Sites (SNS ) (including, but not limited to, all third parties through which you access our Site, application, and Platform Services .
“ Sale Price” means the total price in INR (inclusive of taxes but can/may be shown, calculated, and added separately) quoted and displayed by the Seller on Zoozle Platform , to the Buyer who wishes to avail the Listed Products from an approved Seller on the Zoozle Platform .
" Service Platform Fees" means the fee / commission / consideration / compensation, which is calculated as a percentage of the Sale Price, due and payable by the Seller to Zoozle, that Zoozle charges the Seller for use of the Zoozle Platform and on completion of each sale made with the Buyer, which is calculated as a percentage of the Sale Price. The Service Platform Fee shall exclude any taxes applicable at the time of billing/invoicing and can/may/will be shown and added separately to the invoice.
" Tax" or " Taxes" mean any taxes levied on the sale of Products, or any other taxes, applicable at the time of a sale, that the Seller and/or Zoozle may be required by law to collect, and remit to governmental agencies on such sale and as shown on the sale invoice, and/or any other similar/ likewise applicable tax/es levied on such sale and levied by the municipal, state, central governance.
“Sellers Terms ” means the entirety of this ‘Terms and Conditions ’. “Zoozle Account ” shall mean Sellers’ account on the Zoozle Platform.
" Zoozle Content" means all Content that Zoozle makes available through the Zoozle Platform and Zoozle E-Commerce Enabler Services, including any Content licensed from a third party.
“Zoozle Group Entities” means all the subsidiaries and Affiliates of Zoozle.
“ Zoozle Platform” means the information technology online platform with related technology and Applications that operates the Site & application of Zoozle .
Certain areas of the Zoozle Platform (and your access to or use of certain aspects of the Platform Services or Collective Content) may have different terms and conditions posted or may require you to
agree with and accept additional terms and conditions. If there is a conflict between these Sellers Terms and terms and conditions posted for a specific area of the Zoozle Platform, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Zoozle Platform, or Collective Content.
Conditions Relation to Your Use of Zoozle Platform
If You use the website, You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer/mobile phone to prevent unauthorised access to Your account. You agree to accept responsibility for all activities that occur under Your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if You have any reason to believe that Your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner. Please ensure that the details You provide us with are correct and complete and inform us immediately of any changes to the information that You provided when registering.
Zoozle’s Role as a Facilitator
The Zoozle Platform will act as an ecommerce enabling platform for Buyers and Sellers to sell and purchase the Listed Products. Zoozle is not a party to any agreement between the Buyer and the Seller for sale or supply of Products or otherwise. Zoozle's responsibilities are limited to: (i) facilitating the availability of the Zoozle Platform for the sale of the Listed Products; and
(ii) providing Zoozle Entrepreneur Network (“ ZEN”) to its Sellers.
Supplemental Terms and Conditions
In order to access certain features of the Zoozle Platform (including to view, create and/or to sell Listed Products), You must register to create an account at Zoozle Platform and become a Seller.
You can register by logging into your account with certain third-party Social Networking Sites (SNS) (including, but not limited to, social media and/or likewise; other such accounts, known as (" Third-Party Account"), via our Site or application or any other Zoozle Platform, as described below. As part of the functionality of the Zoozle Platform You may link Your Zoozle Account with Third-Party Accounts, by either: (i) providing Your Third-Party Account login information to Zoozle through the Zoozle Platform; or (ii) allowing Zoozle to access Your Third-Party Account, as permitted under the applicable Sellers Terms and conditions that
govern Your use of each Third-Party Account. You represent that You are entitled to disclose Your Third-Party Account login information to Zoozle and/or grant Zoozle access to Your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the Sellers Terms and conditions that govern Your use of the applicable Third-Party Account and without obligating Zoozle to pay any fees or making Zoozle subject to any usage limitations imposed by such third-party Seller. By granting Zoozle access to any Third-Party Accounts, You understand that Zoozle will access, make available and store (if applicable) any Content that You have provided to and stored in Your Third-Party Account (" SNS Content") so that it is available on and through the Zoozle Platform via Your Zoozle Account and Zoozle Account profile page. Unless otherwise specified in these Sellers Terms, all SNS Content, if any, will be considered to be Seller Content for all purposes of these Sellers Terms. 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 will be available on and through your Zoozle Account on the Zoozle Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Zoozle's access to such Third-Party Account is terminated by the third-party Seller, then SNS Content will no longer be available on and through the Zoozle Platform. You have the ability to disable the connection between Your Zoozle Account and Your Third-Party Accounts, at any time, by accessing the "Settings" section of the Zoozle Platform.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SELLER ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SELLER. ZOOZLE MAKES NO EFFORT TO REVIEW ANY SNS CONTENT FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO FOR ACCURACY, LEGALITY, OR NON-INFRINGEMENT AND ZOOZLE IS NOT RESPONSIBLE FOR ANY SNS CONTENT.
By registering with us:
You agree, at the time of registering with us, that You would provide a professional and fair price, stating separately, the GST at the rate prevailing then, which would also be in confirmation with industry standards for your Products.
You agree to provide identity verification documents such as GST Certificate, Aadhar card, PAN card, bank account details and any other documents as required, of yourself and/or Your firm as required by Zoozle.
You agree to submit information about Your business activities and the Products you deal in.
You agree that You shall quote the best rates possible so as to get maximum business realized on our Zoozle Platform.
You agree that for every purchase made by a Buyer on Zoozle, the Sale Price paid by the Buyer, will be routed through the Zoozle Platform only and then remitted to you after 7 (Seven) days of delivery of Products to the Buyer after deducting all the relevant applicable charges and taxes, provided there is no claim for return/replacement /refund from the Buyerand You raise a corresponding invoice for such payments to be made.
You agree to provide Zoozle with up-to-date, complete and accurate information regarding the Products for accepting the listing on the Zoozle Platform.
You acknowledge and agree that the Products listed on Zoozle Platform shall be new and shall not be refurbished, old, used, second hand, tampered with, or in any other similar state not acceptable to Zoozle.
You agree to use the Zoozle Platform provided to You by Zoozle to service the Buyer till the final delivery and confirmation from the Buyer of receipt of such Products.
You are solely responsible for obtaining all permits, licenses and other permissions required to offer or provide any Products and Zoozle shall not be responsible in any way for Your failure to obtain such permits, licenses or permissions or otherwise comply with any applicable laws, rules or regulations.
You agree that You would be a professional in rendering Your Products and honoring any/ all Your deadlines to expedite Buyers’ Deliverables to the best of Your ability.
You shall not be permitted to access or use the Zoozle Platform unless the registration form is completed as part of the application process, which we shall review the submitted details and connect with You for further clarification, if required, to complete Your registration form. You further give consent to and authorize Zoozle, in its sole discretion, to do a thorough background check of You/Your registration application.
Zoozle reserves the right to suspend or terminate Your Zoozle Account and Your access to the Zoozle Platform if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding Your password. You agree that You will not disclose Your password to any third party and that You will take sole responsibility for any activities or actions under Your Zoozle Account, whether or not You have authorized such activities or actions. You will immediately notify Zoozle of any unauthorized use of your Zoozle Account.
Zoozle may provide the following services to the Sellers for facilitation of sale of Products. The Sellers authorizes Zoozle to place:
a description of the Seller (including but not limited to the description of suppliers, where so directed by the Seller);
description of each of its Products (including but not limited to the technical description of the Products, brand name of the goods/Product, the price of the goods/Product and any applicable warranty terms) on the Zoozle Platform;
Rating based on Seller performance and Buyer reviews.
Ordering, Packaging, and Delivery
Zoozle will enable Buyers to place orders for the goods/Product(s) they wish to purchase on the Zoozle Platform.
Upon receiving the confirmation of the order by the Buyer, Zoozle will update the details of the confirmation of the order on the internal portal which Zoozle shall maintain for the Seller. The Seller hereby irrevocably confirms that upon receiving the confirmation of the order by the Buyer in respect of any Listed Products, the Seller shall be entitled to deliver the relevant Products to the Buyer, within 24 to 72 hours of the confirmed order being received on the Zoozle Platform. The Seller will use packing material as acceptable to Zoozle to package the Product and keep it ready for collection. The materials and collaterals to be used for outermost package layer shall be the sole responsibility of the Seller and shall be as per the design, quality, and terms acceptable to Zoozle.
For the avoidance of doubt, it is hereby clarified, and the Parties agree that all the costs and expenses incurred for the transportation and delivery/return/exchange of the Products shall be borne by the Seller solely.
You agree that all the payment settlement shall be done after 7 days from the date of delivery of the Products, provided there is no case of return or replacement for the delivered Products.
You acknowledge and agree that you alone are responsible for any and all Listed Products and Seller Content you post. Accordingly, you represent and warrant that any Listed Products you post:
will not breach any agreements You have entered into with any third parties, and
will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Listed Products you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties.
Please note that Zoozle assumes no responsibility for a Seller’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Zoozle reserves the right, at any time and without prior notice, to remove or disable access to any Listed Products for any reason, including Listed Products that Zoozle, in its sole discretion, considers to be objectionable for any reason, in violation of these Sellers Terms, or otherwise harmful to the Zoozle Platform.
You understand and agree that Zoozle does not act as an insurer or as your contracting agent. If a Buyer requests to buy/purchase Your Products, any agreement You enter into with such Buyer is between You and the Buyer and Zoozle is not a party to it.
In order to sell Your product on Zoozle, You shall agree to the shipping insurance requirements of Zoozle, wherein You shall procure the shipping insurance for the Listed Product and shall be responsible for the same as and when the need arises.
You agree and acknowledge to the following obligations:
You shall dispatch and deliver the Products to the Buyer as per the agreed timeline mentioned on the Zoozle Platform and share the delivery tracking link with Zoozle. Further, if there will be delay in sharing the link by You and the Buyer wishes to cancel the order, Zoozle may cancel the order and refund the amount to the Buyer;
You agree that you shall always maintain proper inventory of the Listed Products offered by You on the Zoozle Platform, in case if there is any delay or failure in the delivery of any Product within the agreed timeline, Zoozle will charge a penalty on You equivalent to the value of the Product ordered by the Buyer. Further, You will notify Zoozle in one week advance if any Product is going to be out of stock;
If You fail to deliver the Product to the Buyer maximum up to 3 times at any given point of time, Zoozle shall have the right to delist you from the Zoozle Platform;
You agree to make a packing video of the order before dispatching it to the Buyer as a security measure, in case of return claims. However, if there will be no packing video available from Your side, the Buyer’s unpacking video shall be considered as final to solve any dispute of return or replacement;
You will provide minimum service period guarantee to the Buyers after they have accepted the Products and specifically mention the guarantee period during which the buyer can return the product in case of bad quality or issues;
You will sell only high-quality products and describe the quality of the products on its packaging, meeting the standard quality requirements of Zoozle;
You shall be liable to pay all your required taxes on time as per the applicable law.
You agree to deliver same Product to the Buyer as shown on the Zoozle Platform, even the slightest difference will mean that You will have to accept returns without any questions and the Buyers payment will be refunded by Zoozle to the Buyer.
Zoozle does not endorse any Sellers. You are required by these Sellers Terms to provide accurate information, and although Zoozle may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Sellers, we do not make any representations about, confirm, or endorse any Seller or the Seller's purported identity or background.
Access to Zoozle
Zoozle reserves the right to suspend or discontinue the availability of the Platform Services available on the Zoozle Platform, any service or remove any content at any time at its sole discretion without prior notice. Zoozle may also impose limits on certain features and services or restrict the access to parts of or all of the Platform Services available on the Zoozle Platform without prior notice or liability. The Zoozle Platform shall not be used or relied upon for storage of the Your content and are directed to retain copies of all your content posted on the Zoozle Platform.
Intellectual Property Rights
Zoozle alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Zoozle technology, the content and the service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Zoozle Platform and Zoozle E-Commerce Enabler Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Zoozle Platform and Zoozle E-Commerce Enabler Services, the Zoozle technology or the Intellectual Property Rights owned by Zoozle. The Zoozle name, the Zoozle logo, and the product names associated with the Zoozle Platform and Zoozle E-Commerce Enabler Services are trademarks of Zoozle or third parties, and no right or license is granted to use them.
For any content and or link uploaded to the website by You from YouTube, You agrees to abide and accepts, the terms of service of YouTube, available at https://www.youtube.com/t/terms. Other than Zoozle Products, all Products names and logos used and displayed in the Zoozle Platform, are the property, trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to or sponsored by Zoozle. Nothing in this Sellers Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Zoozle trademarks & intellectual property rights, without our prior written permission in each instance. All goodwill generated from the use of Zoozle trademarks & intellectual property rights will inure to our exclusive benefit only.
Copyrights of Images /Videos/Audios of Products
The Zoozle Platform, and Collective Content are protected by copyright, trademark, and other laws of India. It is understood, accepted, and acknowledged that the Seller owns the copyright on any/all the digital photographic images/photos/videos (“ Images”) of Products. However, the Seller shall grant Zoozle a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, reproduce, and distribute the copyrighted content in any medium for:
(1) personal, non-profit uses; (2) editorial purposes. (save and except to enter into any competitions for any financial or other gains in whatsoever manner).
When the order of the Product has been confirmed, the Seller shall deliver the Deliverables to the compensating Buyer within the timelines as mentioned on the Zoozle Platform.
Notwithstanding anything agreed between the Seller and the Buyer, both Seller and Buyer shall grant to Zoozle, and its Principals / Affiliates the irrevocable and unrestricted rights to such content throughout the world in any media, non-exclusive, royalty-free, without any consideration or compensation, perpetual, non-exclusive, fully transferable license, with right to sublicense, to use, publish, view, copy, adapt, modify, translate, create derivative works, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, reproduce, and distribute the copyrighted work (images/photographs/videos/audios) in any manner and medium for a) personal, non-profit uses; b) commercial uses and c) editorial purposes. You agree to release all claims to profits that may arise from the use of Seller content/ images; grants Zoozle and its principals & Affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Zoozle Platform, or Collective Content.
You agree that the rights granted above are irrevocable during the entire period of protection of the Your intellectual property rights associated with such content and material. agrees to waive Your rights to be identified as the author of such content and Your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by You to Zoozle, including the execution of deeds and documents, at its request.
You represents and warrants that You own or otherwise control all of the rights to the content that You post or otherwise provide on or through the Zoozle Platform; that, as on the date that the content or material is submitted to Zoozle: (i) The content and material is accurate; (ii) Use of the content and material supplied does not breach any applicable Zoozle policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory); (iii) The content is lawful. (iv) Agree to indemnify Zoozle and its principals & Affiliates for all claims brought by a third party against it or its principals & Affiliates arising out of or in connection with a breach of any of these warranties.
You acknowledge and agree that Zoozle does not charge any fees or subscription fees for the access and use of the Zoozle Platform. However, Zoozle, reserves the right, in its sole discretion, to charge You for and collect subscription fees from You for the use of the Zoozle Platform and for the creation of Listed Products. Please note that Zoozle will provide notice of any Listed Products fee collection via the Zoozle Platform, prior to implementing such charge.
On such levy of subscription fees or charges, if You, wish not to access and use the Zoozle Platform, then Zoozle shall reserve its rights to suspend the existing account and restrict newer accounts.
Licence to Access Zoozle Platform
You hereby agree that, from this Zoozle Platform or any portion of the Zoozle Platform (including but not limited to any copyrighted material, trademarks, or other proprietary information), without express written consent of Zoozle and/or its principals & Affiliates, and/ or the owner of the content and/or the appropriate third party, as may be applicable:
Not to use any robot, spider, scraper, data mining and/or similar data gathering and extraction tools or other automated means to access the Zoozle Platform for any other purpose;
Not to take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
Not to interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any computer/laptop/tablet/mobile or any similar communication device, software system or network connected to or used (by the Seller or us) in relation to the Zoozle Platform or any other Seller’s account, or assist any other person to do any of these things;
Not to interfere or attempt to interfere with the proper working and/or any activities conducted on the Zoozle Platform or tools;
Not to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Zoozle Platform .
Not to commercially use or exploit this Zoozle Platform or its contents or any collection and use any product and/or service listings, descriptions, or prices, any derivative use of this Zoozle Platform or its contents and any downloading or copying of account information for the benefit of another Seller.
Not to download (other than page caching); reproduce, duplicate, copy, adapt, modify, create derivative works from, watermark, sell, resale, license, trade, visit, distribute, publicly display any content (except for Your information) publicly perform, transmit, broadcast or otherwise exploit for any commercial purpose; in part or full or any portion thereof. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by Zoozle or its licensors, except for the licenses and rights expressly granted in these Sellers Terms.
Not to frame or use framing techniques to enclose any trademark, logo, watermarks or other proprietary information (including images, text, page layout, or form).
Not use any meta tags or any other "hidden text" utilising Zoozle's or its principals & Affiliates' names or trademarks.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the welcome page of Zoozle as long as the link does not portray Zoozle, their principals & Affiliates, or their Platform Services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Zoozle logo or other proprietary graphic or trademark as part of the link without express written consent of Zoozle and / or its principals & Affiliates, as may be applicable.
You acknowledge that Zoozle may establish general practices and limits concerning use of the Platform Services, including, without limitation, the maximum period of time the data or any other content will be retained by the service and the maximum storage space that will be allotted on our servers on Your behalf. You agree that Zoozle has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by him/her.
You acknowledge that Zoozle reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Zoozle reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Any unauthorised use will terminate the permission or license to the Member, to access this Zoozle Platform, granted by Zoozle and / or its principals & Affiliates, as applicable.
You understand and agree that You are solely responsible for compliance with any and all laws, rules, regulations, tax obligations that may apply to Your use of the Zoozle Platform and Collective Content (photographs, audio, video, code, information, data, text, music, sound, graphics, messages or other materials included as Seller Content, that you submit, post, publish or display) anywhere on the Zoozle Platform.
You must not use the Zoozle Platform in any way that causes, or is likely to cause, the Zoozle Platform or access to it to be interrupted, overburdened, damaged or impaired in any way. You understand that you, and not Zoozle, is responsible for all electronic communications and content sent from your computer / laptop / tablet / mobile or any similar communication device to us and You are permitted to use the Zoozle Platform for lawful purposes only. Zoozle reserves the right to investigate any content and take appropriate legal action against anyone who, in Zoozle’s sole discretion, violates this provision, including without limitation, removing the content from the Zoozle Platform, suspending or terminating the account of such violators and reporting the members to the law enforcement authorities.
You must not and agrees not to use the Zoozle Platform for any of the following:
To register for more than one Zoozle Account or register for an Zoozle Account on behalf of an individual other than yourself;
To recruit or otherwise solicit any member, employee, consultant or any other person professionally associated with Zoozle to join third-party Services or Sites that are competitive to Zoozle, without Zoozle's prior written approval.
To interfere with, disrupt and/or damage the Zoozle Platform or servers or networks connected to the Zoozle Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Zoozle Platform.
To access, tamper with, or use non-public areas of the Zoozle Platform, Zoozle's computer systems, or the technical delivery systems of Zoozle's providers.
To attempt to probe, scan, or test the vulnerability of any Zoozle system or network or breach any security or authentication measures.
To use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Zoozle Platform or Collective Content.
To avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Zoozle or any of Zoozle's providers or any other third party (including another Seller) to protect the Zoozle Platform or Collective Content.
To forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Zoozle Platform or Collective Content to send altered, deceptive or false source-identifying information.
To systematically retrieve data or other content from our Zoozle Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
To attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Zoozle Platform or Collective Content or to advocate, encourage, or assist any third party in doing any of the foregoing.
If it contains, without limitation, any software viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or any other files or programs designed to interrupt, destroy or limit the functionality of any communication device software or hardware or telecommunications equipment.
To upload, post, publish, submit or transmit any content under any law or under contractual or fiduciary relationships that (i) infringes, misappropriates or violates any persons’ or entity or a third party's patent, copyright, trademark, trade secret, moral rights, intellectual property rights, rights of publicity, privacy rights and contractual rights. (ii) If it is objectionable, illegal, unlawful, harmful, threatening, harassing, defamatory, tortious, excessively violent, vulgar, obscene, pornographic, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, blasphemous, defamatory, libellous, obscene, pornographic, paedophilic or menacing; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is fraudulent, false, misleading or deceptive; (v) violates, or encourages any conduct that would violate, any applicable law or regulation or would promote any harmful and/or criminal activity or give rise to civil liability; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; (viii) If it causes annoyance, inconvenience or needless anxiety and poses or creates a privacy or security risk to any person or is otherwise injurious to third parties; (ix) Relates to or promotes money laundering or gambling; (x) Harmful to minors in any way; (xi) threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; political campaigning and likewise.
If it is ethically objectionable, disparaging or in breach of copyright, trademark,
confidentiality, invasive of another’s privacy of any/all other proprietary information or right;
To impersonate any person or entity, or falsely state or otherwise misrepresent yourself or Your affiliation with a person or entity; to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers.
To harvest, gather or collect email addresses or other contact information of Buyer’s or third-parties from the Zoozle Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
To "stalk" or “harass” any other Buyers of our Zoozle Platform or Collective Content, or collect or store any personally identifiable information about Buyers.
To find a Seller or Buyer and then complete a sale of Products independent of the Zoozle Platform, in order to circumvent the obligation to pay any Fees related to Zoozle's provision of the sale of Products or for any other reasons.
In the sole judgment of Zoozle, is objectionable or which restricts or inhibits any other person from using or enjoying the service, or which may expose Zoozle or its members to any harm or liability of any type.
Zoozle has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Zoozle may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Zoozle or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements, such as these, (iii) for fraud prevention, risk assessment, investigation, Buyer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Zoozle, its members, or members of the public.
You acknowledge that Zoozle has no obligation to monitor your access to or use of the Zoozle Platform or Collective Content or to review or edit any Seller Content, but has the right to do so for the purpose of operating and improving the Zoozle Platform (including without limitation for fraud prevention, risk assessment, investigation and member support purposes), to ensure your compliance with these Sellers Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Sellers Terms. Zoozle reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Zoozle, at its sole discretion, considers to be objectionable for any reason, in violation of these Sellers Terms or otherwise harmful to the Zoozle Platform.
Claims against Objectionable Content
Because Zoozle lists many Products for sale offered by Sellers on the Zoozle Platform and hosts hundreds and thousands of comments, it is not possible for us to be aware of the contents of each service listed for offer on sale, or each comment or review that is displayed. Accordingly, Zoozle operates on a "notice and takedown" basis.
If we believe that any content on the Zoozle Platform is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libellous, obscene, pornographic, paedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, (" Objectionable Content"), Zoozle reserves the exclusive rights and authority to check, investigate and remove, if found necessary, such Objectionable Content immediately without any prior notice.
If You believe a member is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) suspect of stealing from You, or (iii) engages in any other disturbing conduct, You should immediately report to Zoozle by contacting us.
You agrees & acknowledges that: (i) Zoozle is not a party to any agreements entered into between Seller and Buyer, (iii) Zoozle provides and facilitates payment processing services,
(iv) Zoozle is not a broker, agent, or insurer (iv) Zoozle doesn’t guarantee the quality, delivery and authenticity of the Listed Product purchased by a You through Zoozle Platform.
Without limiting the foregoing, Zoozle explicitly disclaims all warranties or representations whether expressed, implied or statutory, including but not limited to, the implied warranties of merchantability, quality, suitability, accuracy, reliability, completeness, reliability, timeliness, truthfulness, performance, safety, fitness for a particular purpose, title and non-infringement, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade or legality of the Zoozle Platform listed or displayed or transacted or the content (including service or pricing information and/or specifications) on the Zoozle Platform.
While we have taken precautions to avoid inaccuracies in content on this Zoozle Platform, all content, information (including the price of Products), software and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any Products on the Zoozle Platform. At no time shall any right, title or interest in the third-party Products sold through or displayed on the Zoozle Platform vest with Zoozle nor shall Zoozle have any kind of obligations or liabilities in respect of any transactions on the Zoozle Platform.
Third party beneficiary
These Sellers Terms do not and are not intended to confer any rights or remedies upon any person other than the parties involved. Notwithstanding the foregoing, the parties agree that the payment gateway companies are third party beneficiaries of these Sellers Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Sellers Terms.
Suspension/Termination Cancellation of Seller/Buyer Account
We may, in our discretion and without liability to You, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel Your Zoozle Account. If we exercise our discretion under these Sellers Terms to do so, any or all of the following can occur with or without prior notice or explanation to You: (a) Your Zoozle Account will be deactivated or suspended, Your password will be disabled, and You will not be able to access the Zoozle Platform, Your Zoozle Account, Your Seller Content, or receive assistance from Zoozle, (b) any pending or confirmed future sales as Seller will be immediately terminated, (c) we may communicate to Buyer or Seller that a potential, requested or confirmed sale has been cancelled, (d) we may refund Your Buyer, in part or full, for any and all confirmed reservations, irrespective of pre-existing cancellation policies, (e) we may contact Your Buyer to inform them about potential alternate Products with other Seller that may be available on the Zoozle Platform, and (f) You will not be entitled to any compensation for reservations or sales (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Zoozle Account. You may cancel Your Zoozle Account at any time by sending us an email. Please note that if Your Zoozle Account is cancelled, we do not have an obligation to delete or return to You any Content you have posted to the Zoozle Platform, including, but not limited to, any reviews or Feedback.
In case Zoozle is in the knowledge and determines that any Seller is involved in providing any service to a Buyer, identified by Zoozle, separately and/or discreetly from the Zoozle Platform, it will result in removal of Your profile and content from our Zoozle Platform.
In the event that You do not fulfil your commitment or obligations as set forth in these Sellers Terms or any sale made through the Zoozle Platform, Zoozle may at its sole discretion remove
Your profile from the Zoozle Platform and withhold any payments due to You until a proper investigation into the reasons of such instance is undertaken and completed by us.
Zoozle respects copyright law and expects its members to do the same. It is Zoozle's policy to terminate in appropriate circumstances the Zoozle Accounts of Sellers and Buyers or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
In case any Seller is in violation of the product guidelines, Zoozle shall be entitled to ban the member permanently from the Zoozle Platform. You acknowledge and agree that, Zoozle further shall be entitled to seek further damages from such Seller which shall be 10 times the value of the Listed Product or INR 1,00,000/- (Indian Rupees One Lakh Only), whichever is higher.
Limitation of Liability
IN NO EVENT SHALL ZOOZLE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE SELLERS TERMS, EVEN IF ZOOZLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnity and Release
You hereby expressly acknowledge, understand and agree to release, defend, indemnify and hold harmless, Zoozle, its principals, Affiliates and subsidiaries & and their respective founders, co-founders, directors, officers, agents and employees (collectively known as “ Indemnitees”), harmless from any and/or all cost, damage, liability, claims or demands, losses, (direct or indirect losses, including but not restricted to, incidental, special, consequential, exemplary damages, or damages for loss of profits, loss of goodwill, use, data or other intangible losses), expenses, including reasonable legal and accounting fees, or other consequential losses, actions against any Seller Content, arising out of or in any way connected with i) Your access to or use of the Zoozle Platform, or Collective Content; ii) sale of Products;
iii) Your violation of these Sellers Terms or Your violation of any rights of another, or actions of any kind and injury (including death) arising out of or relating to Your use of the Zoozle Platform; iv) The cost of procurement of substitute/alternate Products resulting from any data, information or Products purchased or obtained or messages received or transactions entered into through or from the access to or use of the Zoozle Platform; vii) Unauthorized access to or alteration of or transmissions of data of any other Seller Content; viii) Statements or conduct of any third party on the Zoozle Platform; ix) Any other matter relating to the service, loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both, You and us when you commenced using the Zoozle Platform.
You shall at no point hold Zoozle responsible for any delay or failure to comply with the obligations under these Sellers Terms, if there is any delay or failure arising from any cause/ reason which is beyond the reasonable control of Zoozle.
Zoozle Technology & Software
The technology and software underlying the Zoozle Platform is the sole property of Zoozle. Additionally, the Sellers Terms found here, apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to the You from time to time for Your use of Zoozle E-Commerce Enabler Services or any other services.
You may use the Zoozle Platform (including any updates or upgrades to the software, website, and any related documentation) solely for purposes of enabling Your use and enjoy the Zoozle E-Commerce Enabler Services as provided by Zoozle, and as permitted by the Sellers Terms. You will not incorporate any portion of the Zoozle Platform into Your own programs or compile any portion of it in combination with Your own program/s, transfer it for use with another service/s, or sell, rent, lease, lend, loan, distribute or sub-license the ‘Software’ or otherwise assign any rights to the ‘Software’ in whole or in part. You will not use the ‘Software’ for any illegal purpose. We may cease providing the Zoozle Platform and may terminate the rights to use the Zoozle Platform, in part or whole, at any time. Your right to use the ‘Software’ will automatically terminate without notice from us if You fail to comply with any of the ‘Zoozle Platform Terms’, the Sellers Terms’ or any other Terms. Additional third-party Terms contained within or distributed with certain the ‘Zoozle Platform’ that are specifically identified in related documentation may apply to that the ‘Zoozle Platform’ (or any other software incorporated with the ‘Zoozle Platform’) and will govern the use of such software in the event of a conflict with these Sellers Terms. All software used in any Zoozle Marketplace Service is the property of Zoozle and/or its principals & Affiliates or its software suppliers and protected by laws of India including but not limited to any other applicable copyright laws.
You agree not to, and will not encourage, assist or authorize any other person to copy, modify, create a derivative work of, reverse engineer, reverse assemble, decompile or disassemble, or otherwise tamper with, the ‘Zoozle Platform’, whether in whole or in part, or create any derivative works from or of the ‘Zoozle Platform’ or attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Zoozle Platform. Any rights not expressly granted herein are reserved by Zoozle.
In order to keep the ‘Software’ up to date, we may offer automatic or manual updates at any time without any prior notice to You.
The failure of Zoozle to enforce any right or provision of these Sellers Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zoozle. Except as expressly set forth in these Sellers Terms, the exercise by either party of any of its remedies under these Sellers Terms will be without prejudice to its other remedies under these Sellers Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Sellers Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Sellers Terms will remain in full force and effect.
Amendment of Terms
Zoozle reserves the right, at its sole discretion, to make changes, amends, modifications, additions and likewise to the Zoozle Platform, policies and/or modify the Sellers Terms, or any policy or guidelines of Zoozle E-Commerce Enabler Services, including the Zoozle fees, at any time without prior notice. All modifications made in these Sellers Terms will be effective
immediately upon posting on the Zoozle Platform and will replace any prior version unless prior versions are specifically referred to or incorporated into the latest modification. Upon modification, Zoozle will post the changes on this page and will indicate at the top of this page the date these Sellers Terms were last revised. You agrees to routinely monitor the Sellers Terms to review and become familiar with such modifications. Your continued use of the Zoozle Platform, after such modification will be construed as manifestation of Your assent to the amends, modifications, additions and likewise to the Sellers Terms. You will be subject to the policies and Sellers Terms in force at the time that You use the Zoozle Platform or order Products from the Zoozle Platform, unless any change to those policies or these Sellers Terms is required to be made by law or government authority (in which case it will apply to orders previously placed by the Buyer). If any of these Sellers Terms is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition. If the modified Sellers Terms are not acceptable to You, Your only recourse is to cease using the Zoozle Platform.
In case, You breach any/all of these Sellers Terms at any given time, Zoozle reserves all rights and will always be entitled to take corrective measures and approach remedies to safeguard its interests.
Dispute Resolution & Arbitration; Governing law; and Jurisdiction
Dispute Resolution & Arbitration: You acknowledge and agree that any dispute, claim or controversy arising out of or relating to these Sellers Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Zoozle Platform (collectively called here as " Disputes") will be settled by (a) mutual & amicable solutions & settlements; or
(b) in accordance with provisions of the Arbitration and Conciliation Act, 1996.
When the arbitrator is appointed by any court, the arbitrator may or may not consolidate more than one person's claims and may or may not otherwise preside over any form of any class or representative proceeding. However, each party retains the right to seek injunctive or other equitable relief in, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
If this specific paragraph on Disputes and Arbitrations is held unenforceable by any court of law or any other relevant authority, then the entirety of this " Dispute Resolution " section will be deemed void. Except as provided in the termination clauses herein, this section will survive any termination of these Sellers Terms.
Governing Law: The Sellers Terms are governed and construed in accordance with the laws of India. Any arbitration process shall be subject to the ‘Arbitration & Conciliation Act, 1996’ and if subsequently revised thereafter.
Any party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the ‘Arbitration & Conciliation Act, 1996’ (Hereinafter called as ‘Act’ ). The arbitrator will be either a retired judge or an attorney licensed to practice law in the city of Bangalore/Bengaluru in the state of Karnataka (INDIA) and will be selected by the parties from the respective courts roster of consumer dispute arbitrators.
The arbitrator may give its decision, within the time frame specified in the Act. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the
judgment on the arbitration, and this may be filed in any court having jurisdiction thereof. The arbitrator may award declaratory or injunctive relief only in favour of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. However, both parties hereby waive all the rights it/they may have under applicable law to recover, lawyers' fees and expenses if the arbitration judgement prevails. Both parties also agree to and shall be responsible to pay any arbitration filing, administrative and arbitrator Fees as set forth in the Act.
Notwithstanding the provisions of the "Amendment of Terms/Modification" section above, if Zoozle changes this "Dispute Resolution" section after the date You first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 7 (Seven) working days of the date such change became effective, as indicated in the "Last Updated Date" above or, if sent, in the date of Zoozle's email to You notifying You of such change. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Zoozle in accordance with the provisions of this "Dispute Resolution" section as of the date You first accepted these Sellers Terms (or accepted any subsequent changes to these Sellers Terms).
Jurisdiction: These Sellers Terms and Your use of the Zoozle Platform will be interpreted in accordance with the laws of India, without regard to any conflict-of-law provisions. Whenever the dispute, action, suit, or other legal proceedings are commenced to resolve any matters arising thereof and/or presented for arbitration in the courts, the sole & exclusive jurisdiction will be with the courts at Bangalore, (Bengaluru), Karnataka, India.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Sellers Terms, will be in writing and given by Zoozle (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Write to Zoozle on:
Address: 4 th Floor Leemans Complex,Cunnigham Road, Bangalore 560051
These Sellers Terms constitute the entire and exclusive understanding and agreement between Zoozle and You regarding the Zoozle Platform, Zoozle E-Commerce Enabler Services, Collective Content, and any sales or Listed Products made via the Zoozle Platform, and these Sellers Terms, supersede and replace any and all prior oral or written understandings or agreements between Zoozle and You.
We welcome and encourage You to provide feedback, comments and suggestions for improvements to the Zoozle Platform (" Feedback").
You may submit Feedback by emailing us, through [email protected] or by other means of communication. You acknowledge and agree that all Feedback, You give us will be the sole and exclusive property of Zoozle and You hereby irrevocably assign to Zoozle and agree to irrevocably assign to Zoozle all of Your right, title, and interest in and to all Feedback,
including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights You may have in such Feedback. At Zoozle's request and expense, You will execute documents and take such further acts as Zoozle may reasonably request to assist Zoozle to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.