This Terms and Conditions Agreement between GeoSpoc-GeoSpatial and Operations and Consulting . ("GeoSpoc") (which term shall unless it be repugnant to the context or meaning thereof mean and include its successors in interest and assigns) and Merchant (“Merchant”) (which term shall unless it be repugnant to the context or meaning thereof mean and include its successors in interest and assigns). GeoSpoc and Merchant/s are independent parties contracting for services and neither is an agent, partner or joint venture of the other.
GeoSpoc had created and developed app Shop Alert for merchants and provides service to advertise, promote and publish various offers of various products and shops
Merchant is engaged in the business of providing goods and/or services/sales of his product to customers and desires to accept the service provided by GeoSpoc through its app ShopAlert for advertising and promoting merchants offers as per the terms and conditions hereunder
1) DESCRIPTION OF SERVICE
a) Shop Alert app created by GeoSpoc allows merchants to publish and advertise various offers of the merchants products and goods/ services
b) By completing Registration and submission of required materials Merchant creates an account with the Service. Merchant accounts can function as both an Advertiser and/or Publisher ("Advertiser" and "Publisher" respectively). The dual role of the Service account gives the Merchant the ability to purchase advertising or publish deals/offers by providing funds to display their ads on the ShopAlert mobile app by GeoSpoc for specified periods of time in an Advertiser role, and/or promoting their deals / offers in a Publishing role.
c) Editorial Review – GeoSpoc will review each ad and deal / offer individually, and has the right to reject the Advertiser's ad or deal / offer for any reason. Upon passing the editorial review, the deal/offer will be allowed to run in the Service.
d) Technical Support - Merchants may receive technical help and resolve billing inquiries by contacting GeoSpoc Technical Support at email firstname.lastname@example.org
a) Some of the deal / offers are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the deal / offers, queries made through the deal / offers or other information.
b) The manner, mode and extent of advertising by the Service on the deal / offers are subject to change without specific notice to Merchant.
c) In consideration for GeoSpoc granting you access to and use of the Service, you agree that the Service may place such advertising on the deal / offers.
3)MERCHANTS RIGHTS AND LIBILITY
a) Merchant affirms that he is the legal owner of the URL specified in his Advertiser account, an employee of the legal owner of the domain, or has obtained express written permission from the legal owner of the domain for use of the Service with the aforementioned domain. Merchant expressly agrees to indemnify GeoSpoc from any claims by any third party arising from use of the Advertiser Service with the specified URL.
b) By accepting the Terms of the Agreement, the Merchant represents and warrants that s/he is of at least 18 years of age
c) Merchant agrees to provide accurate, current and complete information about Merchant as prompted by the Merchant Registration Form; and agrees to maintain and update this information to keep it accurate, current and complete. If any information provided by Merchant is inaccurate, not current or incomplete, GeoSpoc has the right to terminate Merchant's account.
d) By submitting material to the Service Merchant has irrevocably granting GeoSpoc, its licensees, and any entities in the Service, the right to use all parts of the material without limitation including, but not limited to, modifying it or using it commercially and authorizing others to do so.
e) Merchant accepts to grant GeoSpoc rights to edit, refuse, reject or remove any deal / offer or ad at its discretion at any time from the Service.
f) By completing the Merchant registration process, and clicking the "get started" button, merchant shall be bound by the agreement. If these terms or any future changes are unacceptable to you, you may cancel your account according to the termination of service.
g) Merchant accepts to grant GeoSpoc editorial rights as per mentioned herein
h) Merchant shall pre-pay all applicable fees, as described in the Registration Form, in connection with such Services selected by Merchant as per in the registration form.
i) Merchant is bound to accept any notices, including those regarding changes to the Agreement, by email/Post/RPAD/ Courier, or postings on the Service communicated by GeoSpoc.
j) Merchant expressly understand and agree that use of the service is at its own sole risk and that the services are provided "as is" and "as available."
k) in particular, GeoSpoc, its subsidiaries and affiliates, and its licensors do not represent or warrant to Merchant that: (a) Merchant ‘s use of the service will meet its requirements, (b) Merchant ‘s use of the service will be uninterrupted, timely, secure or free from error, (c) any information obtained by you as a result of your use of the service will be accurate or reliable, and (d) that defects in the operation or functionality of any software provided to Merchant ‘s as part of the service will be corrected.
l) Any material downloaded or otherwise obtained through the use of the service is done at Merchant ‘s own discretion and risk and that Merchant will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
m) Merchant acknowledges and agree that No advice or information, whether oral or written, obtained by Merchant from GeoSpoc through or from the service shall create any warranty not expressly stated in the terms.
n) Merchant acknowledges and agree that GeoSpoc may expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
o) Merchant acknowledges and agree The deal / offers may include hyperlinks to other deal / offers or content or resources. GeoSpoc may have no control over any deal / offers or resources which are provided by companies or persons other than GeoSpoc.
p) Merchant acknowledges and agree that GeoSpoc is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such deal / offers or resources.
q) Merchant acknowledges and agree that GeoSpoc is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such deal / offers or resources.
r) Merchant agrees to defend, indemnify and hold GeoSpoc, its subsidiaries and affiliates, and any of their officers, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in the agreement; (b) any claim for state sales or use tax obligations (“Taxes”) arising from the sale and subsequent use of the said service; (c) any claim by any local or state governmental entity for use of the said service; or (d) any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all Legal expenses related to action against, or determinations against, GeoSpoc.
s) Merchant acknowledges and agree that they cannot assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without GeoSpoc’s prior written consent.
4)GEOSPOCS RIGHTS AND LIABILITIES
a) GeoSpoc has a right of editorial review as per mentioned in clause no.1 of the said agreement
b) GeoSpoc reserves the right to change payment dates, amounts, and service(s) at any time, with or without prior notification to Merchant, which may be posted on the Service website, in Merchant's Service account, or emailed to Merchants. GeoSpoc reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time. If any modification to this agreement is unacceptable to you, your only recourse will be to terminate this agreement. Your continued participation with the Service following our posting of a new agreement on our site will constitute a binding acceptance of the change.
5) PAYMENT TERMS:
a) Merchant shall pre-pay all applicable fees, as described in the Registration Fees, in connection with such Services selected by Merchant. GeoSpoc reserves the right to change payment dates, amounts, and service(s) at any time, with or without prior notification to Merchant, which may be posted on the Service website, in Merchant's Service account, or emailed to Merchants
b) MINIMUM DEPOSIT: Service Merchant must have a Rs. 5,000/= fund balance in his/her account. All funds maintained in account will be distributed equally among currently active deals / offers to ensure continuity of service. GeoSpoc reserves the right to reject any deal / offer for any reason.
c) TERMINATION OF SERVICE
d) GeoSpoc may terminate the Service with or without cause at any time, effective immediately and without prior notice. GeoSpoc may terminate a Merchant via written or email notice as necessary. Request of Termination initiated by Merchant must be requested via email. GeoSpoc shall not be liable to Merchant or any third party for Termination of Service. Should Merchant object to any Terms of the Agreement or any subsequent modifications hereto, or become dissatisfied with the Service in any way, the Merchant's sole recourse is to immediately contact GeoSpoc support by emailing directly to email@example.com Upon termination of the Service, Merchant's right to use the Service instantly ceases. Merchant shall have no right, and GeoSpoc shall have no obligation thereafter, to forward any information associated with Merchant's account. Any amount(s) paid for the month in which you cancel, and/or any fee(s) for any month expired before your termination, is non-refundable.
e) GeoSpoc may terminate Merchant without any prior notice if Merchant has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. GeoSpoc reserves the right to immediately suspend or terminate any Merchant, deal / offer, and/or restrict Merchant's access to the Service until any breach or noncompliance is cured.
f) TERMINATION FOR ILLEGAL OR OTHER ACTIVITY: GeoSpoc may, but has no duty to, immediately terminate Merchant and remove it from the Service servers if in its sole discretion GeoSpoc concludes that Merchant is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of GeoSpoc or others. Any termination under this Section shall take effect immediately, and Merchant expressly agrees that it shall not have any opportunity to cure.
g) DELETION OF INFORMATION: Upon termination, GeoSpoc reserves the right to delete from its servers any and all information contained in Merchant's account including, but not limited to, order processing information, mailing lists, and any data generated by the Service software.
6) LIMITATION OF LIABILITY
Subject to overall above, Merchant expressly understand and agree that geospoc, its subsidiaries and affiliates, and its licensors shall not be liable to you for:
a) Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. this shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
b) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears through the service; (ii) any changes which GeoSpoc may make to the service, or for any permanent or temporary cessation in the provision of the service (or any features within the service); (iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the service; (iv) your failure to provide GeoSpoc with accurate account information; (v) your failure to keep your password or account details secure and confidential;
c) Neither this Agreement, nor any documentation furnished under it is intended to express or imply any warranty that the Service will be uninterrupted, timely or error-free. GEOSPOC LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO THE SERVICE OVER THE COURSE OF THE EXISTING TERM.
7) INTELLECTUAL PROPERTY RIGHTS.
It is GeoSpoc policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminating the accounts of repeat infringers.
8) CHANGES TO THE TERMS
a) GeoSpoc may make changes to the Service at any time. When these changes are made, GeoSpoc will make a new copy of the Agreement available at http://www.shop-alert.com and be made available to you from within, or through, the Service.
b) You understand and agree that if you use the Service after the date on which the Agreement has changed, GeoSpoc will treat your use as acceptance of the updated Agreement.
9) GENERAL LEGAL TERMS
a) During the use of the service by Merchant or its representatives, they may (as a result of, or through your use of the Service) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Agreement does not affect your legal relationship with these other companies or individuals.
b) This Agreement, Registration form/process and other Attachments may be amended by GeoSpoc at any time after intimating the Merchant. Submission of any data/Advertisement/ Products Sale offers to GeoSpoc on or after such effective date of amendment constitutes acceptance of any amendment.
c) Neither the GeoSpoc nor the Merchant shall be considered in breach of this Contract to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date
d) The Agreement is legally binding to both the parties and governs Merchants use of the Service related to ShopAlert App and shall be excluding any services which GeoSpoc may provide to Merchant under a separate written agreement.
e) This Agreement, Registration form/process and other Attachments, sets forth our entire understanding and supersedes any prior oral or written communications. This Agreement may not be modified or waived except as provided in clause 9(b) above or in a writing signed by the parties.
f) If any provision of this Agreement is void or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement
g) No failure or delay by GeoSpoc in exercising any power, right or remedy under this Agreement shall operate as a waiver. All waivers by us must be in writing and signed by us.
h) This Agreement is a contract made under and shall be governed and construed in accordance with Indian law.
i) This Agreement shall be effective from the date Merchant completes registration process, and clicking the "get started" button and shall remain in full force and effect until termination.
10) DISPUTE RESOLUTION
The Agreement, and your relationship with GeoSpoc under the Terms, shall be governed by the laws of India without regard to its conflict of law’s provisions. The parties herein shall resolve all disputes in connection with this agreement amicably by mutual negotiation, failing which, the parties herein shall refer the dispute for arbitration in accordance with the Arbitration and Conciliation Act, 1996, with its statutory modifications, enactments or re-enactments thereto, before resorting to litigation in which case the courts in Pune will have the jurisdiction.
Any notices/queries required to be served by the parties under this agreement shall be served by hand delivery at the following address:
GeoSpoc, Flat No:3, Rishikesh Apartments, Dahanukar colony, Kothrud, Pune-411038 In the event of any change in the address the same may be duly notified in writing to the other party in the above manner.