Last updated on 10^th April, 2023

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Welcome to SwapEasy!

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The website https://www.swapeasy.co.in/ (“Website”) including the related mobile site (collectively called “SwapEasy Platform”) is owned and operated by Shopsense Retail Technologies Limited (“we”, “us”, “our” or “Company”), a company incorporated under the Companies Act, 1956, having its registered office at 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093 which is a subsidiary of Reliance Retail Ventures Limited. 

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The terms and conditions as set out hereinbelow (“Terms”) constitute an agreement between the Company and any natural or legal person (including any legal heirs, administrators or successors) who accesses and/or uses SwapEasy Platform in any manner upon specific invitation or grant of access of the SwapEasy Platform or uses any current or future service or functionality or offer made available on SwapEasy Platform (“Service(s)”), as updated from time to time.

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By using or accessing the Platform, you signify your agreement to be bound by these Terms and other policies (including but not limited to Privacy Policy and any other applicable policies and guidelines) (collectively called “Platform Policies”) as amended from time to time, which shall constitute your binding obligations, with us. If you use the SwapEasy Platform, you shall be subject to the Platform Policies that are applicable to SwapEasy Platform for such transaction. 

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If you do not agree with any of these Terms or Platform Policies, please do not use SwapEasy Platform. If you have any questions about these Terms, please contact us at support.swapeasy@gofynd.com for assistance.

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This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as may be applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

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This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms & conditions for access or usage of the SwapEasy Platform. 

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Please note that we may, from time to time, change or update these Terms that govern your use of SwapEasy Platform. Every time you wish to use SwapEasy Platform, please check these Terms to ensure you understand the terms and conditions that apply at that time. Further, please note that we reserve the right to either change the format and/or the content of SwapEasy Platform or suspend the operation of SwapEasy Platform for support or maintenance work, at any time.

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We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.

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1. GENERAL

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1. These Terms as set out herein specifically govern access and use of SwapEasy Platform by participating liquidation partners / consumer electronic devices exchange partners (“you”, “your” or “Partner”)  for management of the exchange lifecycle of used consumer products/electronic devices (“Products”). You acknowledge that you will access the Service solely in relation to your provision of services related to exchange and resale of the Products (“Exchange Services”) to your Client(s) with whom you have a contractual arrangement (“Client’), and agree that we will allow you to access the SwapEasy Platform only on receipt of a communication in writing from your Client authorizing your access and use of the SwapEasy Platform. 

2. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to these Terms and register for the Service. The Service is not available to individuals who are younger than 18 years old. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms  or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way. 

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2. MODIFICATIONS

2.1 We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms at any time. We may be required to make changes that materially adversely affect your use of the Services or your rights under these Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. 

2.2 Any changes to the Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing and using the Services.

2.3 We reserve the right to deny access, at any time, including the termination of membership and deletion of Account, to anyone whom we believe has violated any provision of these Terms or any other Platform Policies.

3. ACCOUNT REGISTRATION 

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1. You agree that the sole purpose of registering on or using SwapEasy Platform, is to enable yourself to provide Exchange Services to the Client and you shall not use SwapEasy Platform in any manner whatsoever for any other purpose other than as mentioned in these Terms or for purposes which are not permitted under the applicable law.

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2. To access and use the Services, you shall receive an invitation link from the Client to register for a SwapEasy Platform account (“Account”). To setup your Account, you shall be required to provide a One Time Password (“OTP”) that you shall receive on your registered mobile number. Your registered email address (“Primary Email Address”) shall be auto-populated on the SwapEasy Platform. 

3. Thereon, you must provide your company’s GSTIN and GST Certificate. Miscellaneous details about your Company such as PAN, entity legal name, entity address, incorporation date and entity type shall be auto-populated. 

4. You acknowledge that SwapEasy Platform will use your mobile number for opening your Account. You must monitor the mobile number you provide to us and your mobile number must be capable of receiving messages. 

5. SwapEasy Platform may reject your registration for an Account, or cancel an existing Account, for any reason, at the sole discretion of the Client and/or the Company.

6. You confirm that you are accessing the Services provided by SwapEasy Platform for the purposes of carrying on a commercial/business activity and not for any personal, household or family purposes.

7. You are responsible for keeping your Account secure and for preventing unauthorized access to your Account. SwapEasy Platform cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account. You shall remain solely liable for all the actions undertaken through your Account.

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8. You will: (a) immediately inform us of any unauthorized use of the Account or any other security breach; and (b) ensure that you log out of your Account at the end of each session. 

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9. We, our employees, agents, directors, officers and affiliates will not be liable for any losses, direct or indirect, arising from your failure to comply with these Terms. You may be held liable for any losses incurred to us or any other user due to unauthorized use of their Account by you. We reserve the right to refuse access to SwapEasy Platform, terminate fraudulent Accounts, at any time without notice to you.

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3.10 Technical support in respect of the Services is only provided to registered Partners. Questions about these Terms should be sent to us at support.swapeasy@gofynd.com.

3.11 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by SwapEasy Platform.

3.12 You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including using any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

3.13 You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

3.14 You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any products or services you provide through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to us or our affiliates.

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4. ACCOUNT ACTIVATION

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4.1 Subject to Clause 4.2, the person signing up for the Services by creating an Account will be the contracting party for the purposes of these Terms and will be the person who is authorized to use the corresponding Account in connection with the Services. 

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4.2 If you are signing up for the Services on behalf of your company or organisation or employer, then such company/organisation/employer will be the Partner. You represent and warrant that you have the authority to bind your employer to these Terms. 

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4.3 Partner will thereon be required to add “Hubs” i.e. list of serviceable locations where the Partner operates from i.e. a warehouse, godown, office or any kind of Additional Place of Business (APOB) where the Partner has a branch or main office at. Partner shall conduct an evaluation of the exchanged device at such Hubs. The list of such Hubs shall be pre-approved by the Client. 

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4.4 Staff Accounts

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a. You can create one or more staff accounts (“Staff Accounts”) under the Account, allowing other people to access the Account. Each Staff Account must include a full legal name, phone number, a valid email address and designated Hub(s). 

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b. The Partner is responsible for: (a) ensuring it’s employees, agents and subcontractors, accessing the Account or Staff Accounts, comply with these Terms; and (b) any breach of these Terms by the Partner’s employees, agents or subcontractors. The Partner acknowledges and agrees that the  Partner will be responsible for the performance of all of its obligations as per these Terms. Partner shall not sublicense or subcontract any of its obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

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5. COMMUNICATION AND UNSUBSCRIPTION

5.1 By accepting these Terms, you also accept to receive news, updates, offers/ campaign related SMS and emails to the mobile phone number and Primary Email Address provided by you. By accessing and using SwapEasy Platform and/ or verifying your contact number / Primary Email Address with us; by accepting these Terms; by accepting or receiving and not unsubscribing expressly on the consent availed by us from you via SMS, Email-s, Voice calls, IVR (Interactive Voice Response) or any other modes and methods of communication you explicitly consent to receive such communications (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any new services or offerings, even if your contact number is registered under the DND/NCPR list under the Telecom Commercial Communications Customer Preference Regulations, 2018.

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5.2 You can unsubscribe/ opt-out from receiving marketing/ promotional communications, newsletters and other notifications from us at any time by following the instructions set out in such communications or writing to us on support.swapeasy@gofynd.com.

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6. PARTNER OBLIGATIONS

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1. You agree to provide true, accurate, up to date and complete information while signing up on SwapEasy Platform or for any other purpose when prompted or requested to do so on SwapEasy Platform.

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2. Certain information you provide on SwapEasy Platform in your profile may reveal, or allow others to identify different aspects of your company, business or personal life, and more generally about you. You are expressly and voluntarily accepting these Terms and supplying all such information on SwapEasy Platform, including all information deemed “personal” or “sensitive” by the applicable law.

3. For the use of our Services, you will be required to use certain devices, software, and data connections, which we otherwise do not supply. 

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4. You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services. 

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5. You are prohibited from misrepresenting your identity and agree not to represent yourself as another user or login / register using the identity of any other person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on SwapEasy Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading, at all times. We shall not be responsible in any manner whatsoever, for the authenticity of the personal information or sensitive personal data or information supplied by you to us or to any other person acting on behalf of / representing your organisation or employer.

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6. You are responsible for the creation and operation of your Account, and all aspects of the Exchange Services  between you and the Client. This includes, but is not limited to in respect of the addition of Hub(s), uploading of relevant price charts, performing quality checks for exchanged Product(s), fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws, or your breach of these Terms. The Company does not have any control or does not determine or advise in any way or involve itself in the offering or acceptance of such commercial/contractual terms between the Client and you. The price of the Products and services that may be offered by the Partner are solely determined by the Partner and/or the Client and Company has no role to play in such determination of price in any way whatsoever.

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7. You are solely responsible for the Products (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

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8. Company is operating as an online intermediary and only providing a platform for communication between the Partner and the Client. Company does not at any point of time become a party in the arrangement between the Client and Partner vis à vis the provision of the Exchange Services and specifically disclaims all obligations and/or responsibility vis à vis the Products or the Exchange Services. Any dispute regarding the Exchange Services and/or Products will be solely addressed between the Partner and Client.   

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9. You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Account or that may be held by you) in your use of the Service and your performance of obligations under these Terms.

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10. You agree to indemnify the Company for any and all losses suffered by the Company due to your misuse of SwapEasy Platform. Company is not responsible for unsatisfactory or non-performance of services or damages or delays caused by you on the SwapEasy Platform, as a result of any shortcoming at your own end in fulfilling the Client’s expectations.

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11. You agree and undertake that you are legally permitted to exchange the products listed on SwapEasy Platform. Listings may only include text descriptions, graphics and pictures that describe the Products eligible for exchange. All listed Products must be listed in an appropriate category on SwapEasy Platform and along with relevant and approved price charts. 

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12. You shall not abuse or misuse SwapEasy Platform or engage in any activity which violates these Terms. In any such case, Company may suspend your account or permanently debar you from accessing SwapEasy Platform.

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13. We respect the intellectual property of others and expect you to do the same. We reserve the right to remove content alleged to be infringing any other person’s intellectual property rights, without prior notice, at our sole discretion, and without any liability to you. We will respond to notices of alleged infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please report this at support.swapeasy@gofynd.com.

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14. You confirm that these Terms hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which you are a party or by which you are bound or to which any of your property or assets are subject, conflict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any Authority that would materially and adversely affect the performance of your duties hereunder. You have obtained all consent, approval, authorization of authority required for the execution, delivery and performance of your respective obligations hereunder. If the Company suffers any loss or damages or a claim is made by any person against the Company or SwapEasy Platform, as a result of a breach or default or contravention on your part of these Terms, you agree to forthwith upon delivery of notice by the Company, make good such losses or damages or claim amounts suffered by the Company.

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15. You confirm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other authority which would prohibit your entering into or performing obligations as per these Terms.

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16. You confirm that you shall not transfer your Account and shall not assign any rights and obligations under these Terms to any third party without the specific prior written permission of the Client and prior intimation to the Company.

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7. TERM 

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7.1 Term. The Term shall commence from the date you complete your Account registration for availing Services on SwapEasy Platform and shall continue unless otherwise terminated by either or both Parties in accordance with this Clause 8 (Breach & Termination). 

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7.2 You may cancel your Account and terminate these Terms at any time, by contacting us at support.swapeasy@gofynd.com and then following the specific instructions indicated to you by us. 

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8. BREACH AND TERMINATION

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1. Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit, limit your activity on SwapEasy Platform, immediately remove your information, forthwith temporarily/indefinitely suspend or terminate or block your Account, and/or refuse to provide you with access to SwapEasy Platform or initiate any legal action it may deem fit, particularly in the event: 

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1. You have committed a material breach of these Terms or the documents it incorporates herein by reference and have failed to remedy the same within a period of 15 (fifteen) days from the date of receipt of a notice of breach from us; 
2. any misuse of your Account; 
3. in case the Company or Client is unable to verify or authenticate any information provided by you; 
4. if the Company or Client believes that your actions may cause legal liability to the Company, other users or yourself;
5. Company or Client suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services;
6. You have filed a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up.

2. In case your access or use of the Services is terminated for any of the reasons mentioned hereinabove, Company and its personnel shall not be liable for any damages, losses, direct, indirect, immediate or remote, interests or claims that may occur to you or to any third party. 

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3. You agree and acknowledge that we, in our sole discretion or at Client’s discretion, with or without prior notification or intimation, may terminate your access, to all or part of SwapEasy Platform, or cease to provide accessibility to SwapEasy Platform, for reasons including but not limited to:

1. In response to the requests of law enforcement agencies or other government institutions;
2. In response to your own request;
3. Unforeseeable technical issues;
4. Occurrence of an event outside our control.

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4. No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your Account has been suspended or blocked, you may not register or attempt to register on SwapEasy Platform or use SwapEasy Platform in any manner whatsoever. Notwithstanding the above, if you breach the Terms or the Platform Policies, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.

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5. Without prejudice to any other rights of the Company, a suspended Account shall continue to remain suspended until you make the complete outstanding payment including claims, compensation, damages, etc. if any, or rectify the non-compliance / breach / default, during the Term.

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6. You will be responsible for any breach of the Terms by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

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7. All your obligations and liabilities incurred prior to the termination date shall survive even after you terminate your use of the SwapEasy Platform, for all purposes.

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8. Consequences of Termination. Upon such termination by either Party for any reason:

1. We shall revoke your access to the Account and take custody or control of the same and disable your Account and related Staff Accounts within 10 days of receipt of notice for termination;
2. We shall enforce that you cease to use and return any/all Intellectual Property, Confidential Information (if any) that belongs to the Company;
3. Both the Parties shall endeavour to perform respective obligations up to the date of termination in business-like manner;
4. Both Parties be regarded as discharged from any further obligations upon expiry of date of termination;
5. unless otherwise provided in these Terms, you will not be entitled to any refunds of any amount, pro rata or otherwise;

9. PARTNER OBLIGATIONS

9.1 Complete responsibility of the Product(s) and all liability related to such Product(s) shall solely vest with you and that you shall be solely responsible to the Client for the timely update to the Client for proceeding with such exchange through the SwapEasy Platform; 

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9.2 Since Company will integrate SwapEasy Platform with Partner’s APIs/SDKs, Partner shall ensure that:

1. there are no copyright with regards to open source codes used in the Partner API/SDK.
2. it does not use data and/or conduct any other service, except to provide Exchange Services.
3. It does not use any API/SDK on the Platform, apart from those explicitly specified by Client in writing and ensure there is no cross linkage between Partner API/SDKs and those of third parties API/SDK’s present on the Partner’s own platform.
4. Data generated from API/SDK’s on SwapEasy Platform are not transferred to the Partner’s own platform at any point of time.
5. It shall use only such customer information that is generated through its API/SDK 
6. It does not use any information for which it has not explicitly & directly taken permission from the customer.

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9.3 Company shall be informed of any update/modification in Partner’s API/SDK’s pursuant to the acceptance of these Terms. 

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9.4 Partner shall ensure relevant application and its interfaces, as integrated with Client’s Point Of Sale (POS) system, are safe & secure through-out all its phases, including but not limited to design, development, testing, deployment, and all stages of its operations.

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9.5 Partner shall ensure its application and interfaces, as integrated with Client POS, are free from any known Web/ Application/ OS or any other related technical vulnerabilities. In case of any newly discovered technical vulnerability, affecting the relevant Partner application/ interfaces, Partner shall ensure that same is duly informed to SwapEasy Platform, immediately in case critical & within 24 (twenty four) working hours of first discovery of said vulnerability in other cases. 

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9.6 Partner shall also ensure such technical vulnerability(s) are attended immediately, and mitigated in acceptable manner ensuring no adverse effects on SwapEasy Platform application/ infrastructure or technical/ business services.

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9.7 Partner shall ensure secure processes & industry best practices i.e. ISO 27001 are followed with respect to their operations and management of Partner’s own application/ interfaces & associated Partner infrastructure.

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9.8 Partner shall ensure full cooperation and support to Client and/or designated 3rd party in case of incident investigation/ fraud analysis. 

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10. DISCLAIMER OF WARRANTIES, INACCURACIES & ERRORS

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1. SwapEasy Platform may be under constant upgrades, and some functions and features may not be fully operational.

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2. Due to the vagaries that can occur in the electronic distribution of information and due to the limitations inherent in providing information obtained from multiple sources, there may be delays, omissions, or inaccuracies in the content provided on the Platform or delay or errors in functionality of SwapEasy Platform. As a result, we do not represent that the information posted is correct in every case.

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3. The Company disclaims all liability that may arise due to any violation of any applicable law including the law applicable to products and services offered by the Partner or Client. 

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4. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free.

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5. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

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6. We are not responsible for any of your tax obligations or liabilities related to the use of SwapEasy Platform Services.

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7. While the materials Content (defined hereinafter) on the SwapEasy Platform were prepared to provide accurate information regarding the subject discussed, the information contained in these materials is being made available with the understanding that we make no guarantees, representations or warranties whatsoever, whether expressed or implied, with respect to professional qualifications, expertise, quality of work or other information herein. Further, we do not, in any way, endorse any service offered or described herein. In no event shall we be liable to you or any third party for any decision made, or action taken in reliance on such information.

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8. The information provided hereunder is provided “as is”. We do not make any warranties, and, to the greatest extent permitted by law, expressly disclaim all other warranties, guaranties, conditions, and representations, whether oral or written, expressed or implied, or arising by usage of the Services, including, but not limited to, the merchantability of the services, programming errors, its fitness for a particular purpose and meeting your requirements. We do not warrant that these Services will be provided uninterrupted or free of defects in material or title.

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9. We shall not be liable to you or anyone else for any losses or injury arising out of or relating to the information provided on SwapEasy Platform. In no event will we or our personnel or affiliates, be liable to you or any third party for any decision made, or action taken by your reliance on the content contained on SwapEasy Platform.

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10. Further, we specifically disclaim, any and all warranties, and you agree we do not warrant and assume no responsibility for the accuracy of the content on SwapEasy Platform or its completeness and reliability.

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11. SWAPEASY PLATFORM AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE, FOR OURSELF AND ANY THIRD-PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO THIS WEBSITE, MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO SWAPEASY PLATFORM, THE INFORMATION OR ANY PRODUCTS OR SERVICES TO WHICH THE INFORMATION REFERS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE SWAPEASY PLATFORM, INCLUDING BUT NOT LIMITED TO, YOUR USE OF SWAPEASY PLATFORM OR YOUR INABILITY TO USE SWAPEASY PLATFORM, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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12. To the extent permitted by applicable law, we, our officers, agents, employees and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, injury caused due to the failure of performance, omission, defect of products, or deletion, interruption, error, delay, virus, communication, unauthorised access, theft, destruction, alteration or use of records on SwapEasy Platform.

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13. It is possible that other users (including unauthorized users or hackers) may post or transmit offensive or obscene materials on SwapEasy Platform and that you may be involuntarily exposed to such offensive and obscene materials. It is also possible for others to obtain personal information about you due to your use of SwapEasy Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using SwapEasy Platform, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on SwapEasy Platform. Please carefully select the type of information that you publicly disclose or share with others on SwapEasy Platform.

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11. INTELLECTUAL PROPERTY RIGHTS

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1. Each Party shall, solely and exclusively own worldwide, in perpetuity, including renewal and extension periods, their respective Intellectual Property and nothing in these Terms shall be construed as conferring ownership of the Intellectual Property rights to other Party in any manner whatsoever.

2. Notwithstanding anything contained in these Terms, the Intellectual Property rights in the software solution(s) (including the SwapEasy Platform), Account or any other products/services or deliverables created and developed by Company (“Company’s Proprietary Rights”) either before or after your acceptance of these Terms, shall exclusively vest with Company, in perpetuity.

3. You recognize that the Company is the registered owner of the word mark ‘SwapEasy’ and the logo including but not limited to its variants and you shall not directly or indirectly, attack or assist another in attacking the validity of, or Company’s or its affiliates proprietary rights in, the licensed marks or any registrations thereof, or file any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of Company’s Proprietary Rights, you shall report the same at support.swapeasy@gofynd.com with all relevant information.

4. Company hereby grants to you, for the Term, a non-exclusive, non-assignable, non-sub-licensable and revocable license to use Company’s Proprietary Rights or any other rights only to the extent as may be specifically allowed by Company in writing.

5. Except as specified hereinabove, nothing contained in these Terms shall be construed to grant any rights and title to the Partner in Company’s Proprietary Rights.

6. In addition to any other remedies available to Company under these Terms or otherwise, any unauthorized use, alteration, modification, reproduction, publication, disclosure or transfer of Company’s Proprietary Rights will entitle Company to any available equitable remedy against the Partner.

7. Upon termination by either or both Parties, all rights relating to Company’s Proprietary Rights, along with modifications thereto, shall continue to vest with Company.

8. Partner shall not reverse assemble or reverse compile or reverse engineer in any manner whatsoever or directly or indirectly allow or cause a third-party to reverse assemble or reverse compile or reverse engineer in any manner whatsoever the whole or any part of Company’s Proprietary Rights.

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12. CONFIDENTIALITY

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1. During the Term, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”)

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2. The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of these Terms, ensuring that they comply with same level of obligation in maintaining the Confidentiality as per these Terms.
3. Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

1. Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;
2. Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;
3. Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;
4. Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and
5. Has been disclosed pursuant to the requirements of Applicable Law, any Governmental Authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

4. Neither Party shall disclose these Terms to any other person without the consent of the other Party. 
5. The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of these Terms, may cause irreparable harm to the non-disclosing Party, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the disclosing Party under these Terms or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.
6. These Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.
7. The confidentiality obligations enlisted hereinabove shall survive termination by either/both Party(ies).

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13. DATA PROTECTION

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1. Both Parties shall comply with all reasonable care with respect to protecting personal data that each Party may receive in connection with its performance of these Terms. Both Parties shall implement adequate security measures to protect personal data commensurate with such measures that such Party has in place to protect personal data of its own employees, customers and suppliers, not disclosing such personal data to any third-party and complying with all applicable data privacy laws. 

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2. Partner shall be solely responsible for ensuring that all data that is available on SwapEasy Platform, remains protected and that any collection, storage and/or transmission of such data complies with all applicable rules, regulations, and laws, including, but not limited to privacy laws, and shall immediately notify Company in writing of any violation hereof. Partner shall implement reasonable technical, administrative and physical procedures to protect data from unauthorized use, alteration, disclosure, distribution, or access. 

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3. Partner shall use the said data only for fulfilling its obligations as per these Terms. Partner shall also keep Company fully protected and indemnified in case of any liability, claims etc. arising due to data misuse, leakage etc. Company reserves the right to terminate with immediate effect in case of any misuse of data provided as per these Terms. 

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4. Partner shall not sub-contract or outsource the processing of data under this Terms, to any other person or entity unless and until the Partner: 

a) has notified Company after seeking permission from Client of the identity of such third-party processor and provided a description of the intended processing to be sub-contracted or outsourced to that third party processor; and 

b) has imposed terms no less onerous than those contained in these Terms on such third-party processor. 

c) Partner acknowledges and agrees that it shall remain liable to Company for any breach by it of these Terms as a result of an act or omission of any third-party processor appointed by it. 

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5. Each Party shall promptly notify the other Party of any information security breaches or incidents that could impact the performance of either Party’s obligations under these Terms. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.

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6. Any breach of conditions with regard to this clause by the Partner shall be deemed to be a material breach of these Terms and Company retains the right to forthwith terminate the Partner’s access of the SwapEasy Platform. Partner shall also, indemnify Company from and against any costs, losses, damages, proceedings, claims, expenses or demands incurred or suffered by Company which arise as a result of such breach.

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14. THIRD PARTY INTERACTION & LINKS TO THIRD PARTY WEBSITES 

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14.1 In your use of SwapEasy Platform, you may enter into correspondence or transactions with third parties (including the Client and third party service providers on the SwapEasy Platform), or access any other third-party website linked to SwapEasy Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for products, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that we have no liability, obligation or responsibility for any such correspondence, purchase or promotion, access or usage of any third-party website and the contract under such instances remains between you and any such third party.

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14.2 The relationship between you and any third party service provider (including the Client) is strictly between you and such third party service provider, and we are not obligated to intervene in any dispute arising between you and a third party service provider .

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14.3 Under no circumstances will we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from any third-party services or your contractual relationship with any third-party service provider. These limitations will apply even if we have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

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14.4 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a third-party service or your relationship with a third-party service provider.

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15. AVAILIBILITY AND ACCESIBILITY OF SWAPEASY PLATFORM

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We control and operate SwapEasy Platform from India and make no representation that the materials and the content available on SwapEasy Platform are appropriate to be used or will be available for use in other locations outside India. If you use SwapEasy Platform from outside India, you are entirely responsible for compliance with all applicable local laws. These Terms do not constitute, nor may these Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.

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16. COPYRIGHTS IN CONTENT

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1. SwapEasy Platform contains material, including text, graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). All copyright and other intellectual property rights in the Content are either owned by us or have been licensed to us by the owner(s) of those rights so that we can use the Content as part of Service. We retain copyright on all information, including text, graphics and sound and all trademarks displayed on SwapEasy Platform are either owned by us or licensed to us.

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2. You may print off one copy, and may download extracts, of any page(s) from SwapEasy Platform for your personal reference and you may draw the attention of others within your organization to material available on SwapEasy Platform.

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3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

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4. You must not use any part of the materials on SwapEasy Platform for commercial purposes without obtaining a license to do so from us or our licensors.

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5. You may use and display the Content on your personal computer only for your internal business use subject to the grant of a limited, revocable, personal, non-exclusive and non-transferable license to you by us. 

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6. You may not: (a) copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), download, display, perform, reproduce, distribute, modify, edit, alter, enhance, broadcast or tamper within any way or otherwise use any Content contained on SwapEasy Platform. These restrictions apply in relation to all or part of the Content available on SwapEasy Platform; (b) copy and distribute the information on any other server, or modify or re-use text or graphics on this system or another system; (c) reproduce any part of the Content or sell or distribute the same for commercial gain nor shall it be modified or incorporated in any other work, publication or web site, whether in hard copy or electronic format, including postings to any other web site; (d) remove any copyright, trademark or other intellectual property notices contained in the original material from any material copied or printed off from the Content or SwapEasy Platform; or (e) link any other material to the Content displayed on SwapEasy Platform, without our express written consent.

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7. The license granted to you does not include a license for: (a) any use of SwapEasy Platform, the Services and/or of Content other than as contemplated in these Terms, (b) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any parts of Content.

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8. If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at support.swapeasy@gofynd.com.

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17. LICENSE AND USE OF YOUR CONTENT

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1. We do not claim ownership of the Partner Content i.e. materials, information, pictures, pricing information, business knowledge, evaluation summary, etc. that you provide to us; however, we do require a license to such Partner Content. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, pan-India right and license to host, use, distribute, expose, run, copy, store, reproduce, make available, display, and translate, and create derivative works of any Partner Content provided by you in connection with the Services on the SwapEasy Platform. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the Partner Content to grant this license. You irrevocably waive all moral rights you may have in the Partner Content in favour of Company and agree that this waiver may be invoked by anyone who obtains rights in the materials through us, including anyone to whom we may transfer or grant (including by way of license or sublicense) any rights in the Partner Content.

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2. If you owned the Partner Content before providing them to us then, despite uploading them to your Account on the SwapEasy Platform, they remain yours, subject to any rights or licenses granted in the Terms or elsewhere. 

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3. We do not pre-screen Partner Content and it is in our sole discretion to refuse or remove any Partner Content from any part of the Services, including if we determine in our sole discretion that the Products or services that are offered violates these Terms.

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4. You agree if we become aware of inappropriate use of SwapEasy Platform or any of its Services, we will respond in any way that, in its sole discretion, we deem appropriate. You acknowledge that we will have the right to report to law enforcement authorities of any actions that may be considered illegal, as well as any information it receives of such illegal conduct. When requested, we will co-operate fully with law enforcement agencies in any investigation of alleged illegal activity on the internet.

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5. Submissions and unauthorised use of any materials contained on SwapEasy Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your username and/or password. 

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6. We reserve the right to terminate access to SwapEasy Platform at any time and without notice. Further this limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded and printed materials. Any provision of the Terms which imposes an obligation or creates a right that by its nature will be valid after termination or expiration of the Terms shall survive the termination or expiration of the Terms.

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18. INDEMNIFICATION AND LIMITATION OF LIABILITY

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18.1 You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) your access to or use of SwapEasy Platform or the Content or the Services; (b) violation or breach of these Terms or the Platform Policies; (c) any acts of fraud, negligence or intentional misconduct by you; (d) infringement of any of Company’s Proprietary Rights or any third-party intellectual property or other rights; (e) breach of Partner Representations, Warranties, Obligations as per the Terms; (f) breach of applicable law. 

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18.2 You will be responsible for any breach of the Terms including the Privacy Policy by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

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18.3 We will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

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18.4 In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

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18.5 Limitation of Liability. In no event, our aggregate liability, if any, that is proven and ordered by a court of competent jurisdiction pursuant to a claim by you or person acting on your behalf, shall extend beyond Rs. 5,000/- (Rupees Five Thousand only) made pursuant to an order under which such liability has arisen and been established. 

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19. GOVERNING LAW AND JURISDICTION:

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These Terms are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms or any dispute arising in relation to SwapEasy Platform whether in contract or tort or otherwise, to submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

20. CUSTOMER CARE SUPPORT:

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In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Services being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:

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Shopsense Retail Technologies Limited

1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, 

Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

Email: support.swapeasy@gofynd.com.

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21. FORCE MAJEURE

We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.

22. WAIVER

No provision in these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by us. Any consent by us to, or waiver of your breach, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

23. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these Terms will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these Terms will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

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24. NON-EXCLUSIVITY

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Both the Parties agree that these Terms are accepted by both the Parties on a non-exclusive basis and that both Parties shall be free to engage any third-party as its client/service provider to procure/provide similar or identical Services. 

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25. MISCELLANEOUS

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These Terms supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the use of SwapEasy Platform, and the rights and liabilities with respect to any Services to be provided by us shall be limited to the scope of these Terms.

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