TERMS OF USE

Welcome to Zadinga!

The terms and conditions as set out herein (“Terms”) constitute an agreement between NowFloats Technologies Private Limited (“we”, “us”, “our” or “NowFloats”), which owns and operates Zadinga (defined below) and a natural or legal person who accesses and/or uses Zadinga in any manner (“you” or “your” or “Merchant” or “Seller”) or uses any current or future service or functionality or offer made available on Zadinga (“Service(s)”), as updated from time to time.

These Terms of Use constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures. Please read these Terms of Use carefully before using or accessing Zadinga or availing any Service. By using Zadinga or availing any Service, you signify your agreement to be bound by these Terms of Use. Any accessing, browsing, or otherwise using Zadinga indicates your agreement to these Terms of Use, the privacy policy of Zadinga (available here: https://www.zadinga.in/privacy-policy and any other policies or guidelines that may be applicable on Zadinga at the time of your access and usage of Zadinga and which may be updated from time to time (collectively, the “Agreement”).

For the purposes of these Terms: (a) “Zadinga” means the website https://www.zadinga.in/, which include its corresponding mobile application / website/tablet/desktop or any other digital mode and/or operating system as provided by us, on which you may avail the Services and includes applications controlled and managed by us which interact with one or more such mobile applications/ websites/ tablets and digital modes as provided by us; and (b) We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.

USE OF ZADINGA
The terms and conditions for usage of Zadinga as set out herein (“Terms of Use”) specifically governs your access and use of Zadinga, which provides a forum to inter alia, create online store for You (“e-Store”), create Merchant product catalogue for the e-Store, facilitate Merchant in getting payment gateway, facilitate Merchant in enabling digital payments through multiple modes for offline and e-Store, manage e-Store & offline store orders, generate invoice, enable Merchants to send order related communications to your customers (“Buyer(s)”), manage information relating to the Buyer(s), facilitate doorstep delivery of the products listed on the e-Store, analytics services and create alerts for your inventory
ELIGIBILITY
Only persons who can enter into legally binding contracts as per Indian Contract Act, 1872, i.e. persons who are 18 years of age or older, are of sound mind, and are not disqualified from entering into contracts by any law, can use and access Zadinga. Persons who are ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872 including without limitation, un-discharged insolvents are not eligible to use Zadinga. If you are a minor i.e. under the age of 18 years, you are not eligible to use Zadinga. We reserve the right to terminate your membership and / or refuse to provide you with access to Zadinga if it is brought to our notice or if it is discovered that you are incompetent to enter into this contract.
REGISTRATION AND OPERATION OF YOUR ACCOUNT
1. In order to avail the Services, you will have to register on Zadinga through the website or mobile application by providing such details as requested by us from time to time. You represent, warrant and covenant that you shall provide us with accurate and complete registration information which may include but not limited to your name, registered company address, e-mail address, mobile number, Company GSTIN, the name of the website (if applicable) (“Registration Details”) and such other details as requested by us from time to time. Subsequent to your submission of your Registration Details, a one-time password, valid for only one login session (“OTP”) shall be sent to your mobile number for you to access the Service. Registration is a one-time process. You will be eligible to further access and avail the Services only upon receipt of a confirmation from us after filling in the necessary forms and after providing the necessary details as may be required by us at the time of your registration and from time to time. You acknowledge and agree that all the KYC information, documents and details provided by you to us are (i) true, accurate and complete; and (ii) up-to-date at the time of furnishing such documents and all times thereafter. Any failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination and/or suspension of your Zadinga account, solely at our discretion.
2. Your credentials shared by you at the time of registration and your Zadinga login ID and password are referred to as “Account Information”.
3. You are solely authorized to operate the account created by you. Consequently, it is your responsibility to maintain the confidentiality of the log in credentials of your account on Zadinga and for restricting access to your computer/mobile/other similar devices to prevent unauthorized access to your account. You shall remain solely liable for all the actions undertaken through your account. You can access and update much of the Account Information you provided us with in the “Your Account” area of the website.
4. Notwithstanding anything contained herein or under the Content Guidelines, you shall not:
  (a)provide any false personal information to us (including a false/fraudulent Registration Details) or create any account for anyone other than yourself without such person's explicit permission;
  (b) use the Registration Details or the Account Information that is in the name of another person with the intent to impersonate that person;
  (c) use the Registration Details or the Account Information that is subject to any rights of a person other than you without appropriate authorization; or
  (d) use the Registration Details that may be or is offensive, vulgar, obscene or otherwise unlawful.
5. You will: (a) immediately inform us of any unauthorized use of the account or any other security breach; (b) ensure that you log out of your account at the end of each session; (c) update the Registration details and amend the documents used for the purpose of registration in case there is any change in the details mentioned therein. We, our employees, agents, directors and officers will not be liable for any loss or direct or indirect damage arising from your failure to comply with these Terms of Use. You may be held liable for any losses incurred to us or any other user due to unauthorized use 3 of their account by you. We reserve the right to refuse access to Zadinga, terminate accounts, remove or edit content at any time without notice to you.
OVERVIEW OF THE SERVICES
1. The Services offered by Zadinga, including on-ground/in-person support assistance is facilitated by our personnel (“Personnel”), partners and/or third-party service providers (“Partner Service Providers”). Please note that we only act as an intermediary between you and the Partner Service Providers for the provision of Services. Such Services provided through the Partner Service Providers shall be provided on an “as is” basis and we shall not be made responsible and/or liable for any performance and obligation of such Partner Service Providers including any warranty for the services provided. You shall be solely liable for any claims and obligations arising out of availing the Services as provided hereunder. The Services includes the following components:
  (a)Inventory Management: You would be allowed to create your inventory list by scanning the barcode of products or selecting the items from the items available on the ready-made catalogue or adding in the details manually. The inventory created by you may become part of your stock for sale ("Your Products"), you may upload details and description such as nature, quantity, price, photo of Your Products. In addition, we will provide you with real time reports and dashboards for managing Your Products. Please note that we shall not be liable or bear any responsibilities of any claims arising out of Your Products, displayed in Zadinga.
  1. You are required to verify the details of the products including the name, weight, price, image, declarations etc and NowFloats would not be responsible for any mismatch or inaccuracy in the details captured while creating the inventory list using the Zadinga platform.
  (b) Payment Processing: Based on the Subscription Plan (as defined hereinafter) as selected by you, you would be able to process payments from the Buyer(s) either through cash payment or credit/debit cards or through UPI or any other system as may be included or integrated into the Services
  (c) POS Device Management: As facilitated by any of our Partner Service Providers and based on your selected Subscription Plan, the Services also include a provision for providing a point-of-sale device (“POS Device”) with the App embedded in it. However, you will be able to use a POS Device only on yoursuccessful completion of a Know Your Customer (“KYC”) verification process as conducted by our Partner Service Provider. Please note that any and all liability arising out of the installation, management, verification and repair of the POS Device shall be dealt directly by such Partner Service Provider of the POS Device and you are required to directly contact them for any fees/charges as made available by such Partner Service Provider.
  (d) Hyperlocal Delivery Management: Our Services also allows you to connectwith relevant Partner Service Providers engaged in the business of providing logistic management, for assisting you with any local and hyperlocal deliveries. The obligations and the responsibilities arising out of utilization of these Services shall be as per the additional terms set out by such Partner Service Provider.
  (e)Contact Management: You will be allowed to connect with any of the Buyer(s) through our Services and also be able to enter, update and view the contact details of the Buyer(s). These contact details shall be saved alphabetically to enable you to connect with any of Your Customers for any promotional, transactional and service-related information.
  (e) Return and refund of Your Products: You may process returns and refunds of the Products, in accordance with your Return and Refund Policy.
2. However, any licence, permit required under applicable law to store, re-sell Your Products shall be obtained, maintained by you at you premises and be renewed from time to time. Zadinga platform shall not provide you with the necessary licence and permission required to sell Your Products. We do not verify such licences and you shall be solely responsible for obtaining the requisite licence or permit.
CONTENT AND USER SUBMISSIONS
1. For purposes of these Terms of Use, the term “Content” includes, without limitation, any location information, logos, images, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made available by you on or through the Services that relates to Your Products, Your Customers and/or your business in general. Any such Content added, created, uploaded, submitted, posted for availing the Service by Users is collectively referred to as, “User Submissions.”
2. All Content and User Submissions, whether publicly posted or privately transmitted, shall be the sole responsibility of the person who originated such user Submissions/Content. We cannot guarantee the authenticity of any such User Submissions, and/or Content which the users may provide about themselves. You acknowledge and agree that (i) all User Submissions/Content accessed by you, while utilizing or using the Services shall be at your own risk and will be solely responsible and liable for any damage or loss that may occur as may be attributable to you or any other party resulting therefrom; (ii) we shall have no liability towards you or any such party for any damage or loss resulting from such User Submissions/Content; and (iii) You shall be responsible and liable for displaying of authentic Content/User Submissions while using the Services and we shall have no liability in this regard.
3. You shall also ensure that the Contents/User Submissions applicable are as per the Content Guidelines detailed in this Terms of Use below. You shall be liable for any breach and/or threatened breach of these Terms, either by you or any of the Buyer(s).
4. You grant us a worldwide, exclusive and royalty free license to use and reproduce the User Submissions/ Content at our discretion, which may be processed by us or by the Partner Service Providers to provide you the Services.
5. The Services provided hereunder, contains content specifically provided by us or our Partner Service Providers and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable, whether registered or proposed to be registered (“Service Content”). You shall abide by and maintain all copyright notices, information, and restrictions contained in any such Service Content accessed as part of the Services.
6. All Service Content is made available as is and without any representations or warranties whatsoever, and we hereby disclaim any implied warranties, including but not limited to warranties of fitness for use, accuracy, merchantability, and non-infringement. You shall not sell, resale, alter, license, rent, or otherwise use or exploit any Service Content for commercial (whether or not for profit) and personal use or in any way that violates any third party right.
SUBSCRIPTION AND PAYMENT TERMS
1. Currently, our Services are available only for users based out of India. All charges towards the Services are payable in INR (Indian Rupees). The charges are payable as per the subscription opted by you (“Subscription Plan”). Various options for the Subscription Plan can be accessed at https://www.zadinga.in/pricing .
2. You may choose to upgrade from a lower tiered Subscription Plan to a higher tiered Subscription Plan, for which you will be charged an “Upgrade Fee”, which shall be the difference between the fee of your current Subscription Plan and the upgraded Subscription Plan. Similarly, on your cancellation of any paid Subscription Plan, your Zadinga account shall automatically downgrade to the free Subscription Plan. Further, any change towards the Subscription Plan may take up-to 2 working days to reflect under the Subscription tab in the Account Information.
3. You may be eligible for any refund for any payments made for any Subscription Plans within twenty four (24) hours of making such payments. In order for us to process your refund, you would be required to initiate a support request from the App. However, any such request for refunds shall be realised on a best effort basis. Any cancellation or termination done after twenty four (24) hours, the payment fee is non-refundable.
4. Any cancellation of the Services shall mean cancellation of your Subscription Plan (except in cases of free Subscription Plan), and as a user/subscriber, you will not be charged any fee, provided however, any request for cancellation of your Subscription Plan must be made any time prior to the expiry of 48 (forty eight) hours from the beginning of next billing cycle.
5. The charges are subject to periodic review and revisions at our sole discretion. You may receive intimation in case there is any change in the Subscription Plan opted by you. You are requested to keep yourself updated with any change in the Subscription Plan. You shall have the option to renew the Subscription Plan automatically, upgrade to a different Subscription Plan or terminated as per the provisions of these Terms of Use. In case You fail to pay for the Subscription Plan You have opted for, the Subscription Plan shall automatically be converted in-to ‘Free’ plan and the limited services for the e-Store and the offline store as per the new plan shall be available. Please note that your network operator may also separately charge you for data and other usage.
6. While availing any of the payment methods made available through the Services, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:
  (a) lack of authorization for any transaction/s, or
  (b)exceeding of the pre-set limit mutually agreed between you and the financial services providers you deal with, or
  (c) any payment issues arising out of the transaction, or
  (d) declining of transaction for any other reason/s.
7. You have specifically authorized us to collect, process, facilitate and remit the payments electronically, through UPI, credit/debit cards, prepaid payment cards or direct bank transfer or any other methods of payments as may be notified under applicable laws from time to time.
8. We reserve the right to charge a separate fee in respect of different categories of users/subscribers.
9. We may provide you certain part of the Services through Partner Service Provider which may be charged separately. Any accruing costs and/or charges by any Partner Service Provider, any functionalities or features on the App which are chargeable shall be viewable to you, prior to the use of the Services. All statutory taxes for the discharge of Services would be borne by the user/subscriber.
COMMUNICATION AND UNSUBSCRIPTION
1. You understand that once you have shared your Account Information and successfully registered on Zadinga, you may receive SMS or email notifications from NowFloats relating to your registration and transactions using Zadinga.
2. You may also receive such notifications regarding any marketing / promotional activities that maybe available on Zadinga from time to time. By sharing your Account Information and registering on Zadinga and/ or verifying your contact number with us, you explicitly consent to receive marketing/ promotional communications, news, updates, offers/ campaign related SMS (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any 6 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.
3. NowFloats may also send notifications and reminders with respect to the Services on Zadinga. While NowFloats endeavors to provide these notifications and reminders to you promptly, NowFloats does not provide any guarantee and will not be held liable or responsible for any failure to send such notifications/reminders to you.
4. You can unsubscribe / opt-out from receiving marketing/ promotional communications, newsletters and other notifications from NowFloats at any time by following the instructions set out in such communications.
LICENSE AND ACCESS TO PLATFORM
1. Your use of Zadinga, the Services, and access to the NowFloats Content (as defined below) is subject to a limited, revocable and non-exclusive license which is granted to you when you register on Zadinga. You will use Zadinga solely for managing inventory, carrying out re-sell of Your Products and processing returns and refunds of Your Products and other services that You shall be eligible for under you Subscription Plan, in accordance with your Return and Refund Policy for your business purposes only as per the Registration details.
2. The license granted to you does not include a license: (a) to sub-licence or create any charge or encumbrance on the Subscription Plan or the e-Store (c) any use of Zadinga, the Services and/or of NowFloats Content other than as contemplated in these Terms of Use, (d) any downloading or copying of Account Information, (e) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any parts of Zadinga, (e) creating and/ or publishing your own database that features parts of Zadinga.
3. You grant to NowFloats a royalty-free, perpetual, irrevocable, non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on any material posted by you on Zadinga or the e-Store without additional approval or consideration in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content, and you waive any claim over all feedback, comments, ideas or suggestions or any other content provided through or on Zadinga.
4. Please note that NowFloats at all times reserves the right to refuse your access to Zadinga, terminate/deactivate your account, remove or edit content on Zadinga, at its discretion.
CONTENT ON ZADINGA AND E-STORE
1. All information, content design, material, text, graphics, images, logos, button icons, software code, interface, design and the collection, arrangement and assembly of the content on the e-Store or any of the other Services are the property of NowFloats or its affiliates (“NowFloats Content”), and are protected under copyright, trademark and other applicable laws. Further, all trademarks, services marks, trade names and trade secrets in relation to the e-Store whether or not displayed on the e-Store, are proprietary to NowFloats.
2. NowFloats may display on the e-Store any third-party logos, trade names, trademarks of other brands, as per the license granted to NowFloats by such brands.
3. No information, content or material from e-Store (including the NowFloats Content) may be copied, reproduced, republished, duplicated, copied, sold, resold, uploaded, posted, transmitted, distributed or otherwise exploited in any way (including for any commercial purpose) without NowFloats’ express written permission. You will not frame or use framing techniques to enclose any trademark, 7 logo, or other proprietary information (including images, text, page layout, or form) of NowFloats and its affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing NowFloats’ or its affiliates’ names or trademarks without the express written consent of NowFloats and/or its affiliates, as applicable. Any unauthorized use terminates the permissions granted in these Terms of Use.
PERSONAL INFORMATION AND PRIVACY
1. During the course of your registration on and usage of Zadinga or availing the Services, NowFloats may collect and store and/or you may provide us with, personal identifiable and sensitive information about you, including without limitation your name, phone number, email address, address, postal code, occupation, login details etc.
2. NowFloats respects the sensitivity of the information about you and we appreciate your trust in us. In this regard, NowFloats has formulated the https://www.zadinga.in/privacy-policy, which shall be deemed to be included in these Terms of Use, setting out the manner in which your information is collected, stored, processed, used and disclosed. If you object terms of our Privacy Policy, please do not use or access Zadinga or avail the Services. For more information, please refer to the https://www.zadinga.in/privacy-policy
INTELLECTUAL PROPERTY RIGHT AND DISCLAIMERS
1. All Intellectual Property Rights contained in Zadinga including the goodwill of Zadinga, are proprietary of NowFloats. Content, features, functionality software, design, text, sound recordings and images, are our exclusive property, or licensed by us, except as otherwise expressly stated. Your access shall only be limited to your use of the Services offered.
2. No information, code, algorithms, content or material from the Services provided may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without our express written permission.
3. NowFloats will try to make access to and use of Zadinga error-free and without interruptions. However, your access to Zadinga may be occasionally suspended or restricted to allow for repairs, maintenance, or for introduction of new facilities or services on Zadinga. NowFloats does not take responsibility for any access or usage problems that arise from internet related issues at your end.
4. All information in relation to the Content/ User Submissions is sole responsibility of you. NowFloats, in its capacity of technology service provider, is not endorsing Content/ User Submissions and is not responsible for any errors and representation nor is it associated with it and you shall be liable for any liability arising due to the Content/ User Submissions.
5. Zadinga may contain user generated content which NowFloats does not pre-screen and which contains views that may be opinions of users/ experts. NowFloats will do its best to monitor, edit or remove such user generated content where it is necessary to do so (for instance, if such content violates these Terms of Use). NowFloats does not promise that the user generated content (Content/ User Submissions) on Zadinga is accurate, complete or updated, that it will not offend or upset any person or that it does not infringe the intellectual property rights of third parties.
6. The Services included on Zadinga are provided on an “as is” and “as available” basis without any representations or warranties, express or implied, except as otherwise specified in writing. NowFloats does not covenant or provide any representations and warranties:
  a) in respect of quality, suitability, accuracy, reliability, performance, safety, merchantability, fitness for a particular purpose/consumption or the content (including product or pricing information and/or specifications) on Zadinga;
  b)that the Services will be made available at all times;
  c) that the operation of Zadinga, including the functions contained in any content, information and materials on Zadinga or any third-party sites or services linked to Zadinga will be uninterrupted, or that the defects will be rectified, or that Zadinga or the servers that make such content, information and materials available are free of viruses or other harmful components; and
  d) that the NowFloats Content available on Zadinga is complete, true, accurate or non-misleading.
7. To the extent permitted by applicable law, NowFloats disclaims 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 Zadinga.
8. NowFloats is not responsible for the content of any third party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to access links of any third party platforms, you are doing so entirely at your own risk and expense.
USER WARRANTIES AND RESTRICTIONS
1. You represent and warrant that: (a) your use of Zadinga and/or Services will not violate any applicable law or regulation; (b) all information that is submitted to NowFloats in connection with Zadinga and/or Services is true, accurate and lawful; (c) use of the content and material you supply does not breach any applicable Zadinga policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). If at any time, the information provided by you is found to be false or inaccurate, NowFloats will have the right to reject registration, cancel all orders, and restrict you from using the Services and other affiliated services in the future without any prior intimation whatsoever. You agree to indemnify NowFloats and its affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.
2. You will use Zadinga for lawful purposes only, and will not undertake any activity that is harmful to Zadinga or its content or otherwise not envisaged through Zadinga. You have a limited license to access and use Zadinga, solely for the purpose of availing the Services, subject to these Terms of Use.
3. You will not do any of the following:
  a)Delete or modify any content on Zadinga, such as any information regarding the Services, their performance;
  b) Reverse engineer Zadinga to create an app /platform to create any technology identical or similar to that of Zadinga;
  c) Use any engine, software, tool, agent or other mechanism (such as spiders, robots, avatars, worms, time bombs etc.) to navigate or search Zadinga;
  d) Make false or malicious statements against the Services, Zadinga or NowFloats;
  e) Post, copy, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise disrupt or damage Zadinga and/or Services or any connected network, or otherwise interfere with any person or entity's use or enjoyment of Zadinga and/or the Services;
  f) Introduce any trojans, viruses, any other malicious software, any bots or scrape Zadinga for any information;
  g) Probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us or otherwise tamper or attempt to tamper with our technological design and architecture;
  h) Hack into or introduce malicious software of any kind onto Zadinga;
  i) Gain unauthorized access to, or interfere with, or damage, or disrupt the server on which the details connected to the Services are stored, or any other server, computer, or database connected to the Services; or
  j) Use manual or automated software, devices, or other processes to “crawl” or “spider” any part of the Services;
  k) Engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,”, “phishing” and “griefing” as those terms are commonly understood and used on the internet.
4. You are prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing on or through Zadinga, any information that:
  a)belongs to another person and to which You do not have any right;
  b) is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, hateful, relating to or encouraging money laundering or gambling, or otherwise harmful in any manner whatsoever;
  c) harms minors in any way;
  d) infringes any patent, trademark, copyright or other proprietary rights;
  e) violates any law for the time being in force;
  f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
  g) impersonates or defames another person; or
  h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.
5. Each time you access or use Zadinga, you represent and warrant to us that:
  a)you are competent to enter into a legally binding contract under the Indian Contract Act, 1872;
  b) you are in compliance with all central, state and local laws, rules and regulations applicable in the relevant jurisdiction in India or anywhere else in the world, in relation to the use of Zadinga and the Services availed, transactions carried out, as the case may be, under these Terms;
  c) you have obtained and maintain all licenses, permits, approvals, consents, registrations under applicable laws in relation to the use of the Services and the transactions carried out in connection thereto;
  d) you are compliant with the provisions of all applicable laws, including (i) the Central Goods and Services Tax Act, 2017 and State Goods and Services Tax Acts, 2017 and rules and regulations formulated thereunder; and (iii) laws relating to QR codes etc.
  e) performance under these Terms does not and will not conflict with, violate, or result in a breach of any provision of any other contract or agreement to which you may be bound; there are no litigations, actions, claims, disputes or proceedings pending or threatened, which if decided adversely against such you would interfere with the performance of these Terms;
  f) performance under these Terms does not and will not conflict with, violate, or result in an infringement of the intellectual property of any third Party;
  g) you will act fairly and not misuse Zadinga features or Services that are made available to you under these Terms.
  h) you are is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the Government of India (e.g., the Ministry of Home Affairs and the Ministry of External Affairs’ List of Banned Organizations, US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
INDEMNIFICATION AND LIMITATION OF LIABILITY
1. You agree to indemnify, defend and hold harmless NowFloats, its 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 your access to or use of Zadinga or the Services, violation of these Terms of Use, or infringement of any intellectual property or other rights of NowFloats or any third-party. NowFloats will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide NowFloats with reasonable assistance, at their expense, in defending any such claim, loss, liability, damage, or cost.
2. To the fullest extent permitted by law, in no event shall NowFloats or any of its directors, officers, employees, agents or content or service providers (collectively, the “NowFloats Representatives”) be liable to you for any direct, indirect, special, incidental, consequential, exemplary, special, remote or punitive damage, including, but not limited to damages for loss of profits, goodwill, use, data or other intangible losses arising from, or directly or indirectly related to, the use of, or the inability to use, Zadinga or the content, materials and functions related thereto, the Services, provision of information via Zadinga, lost business, even if such NowFloats Representatives have been advised of the possibility of such damages.
3. In no event shall NowFloats Representatives be liable for:
  a) the use or inability to use Zadinga and/or the Services;
  b) any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through Zadinga;
  c) any unauthorized access to or alteration of your transmissions of sensitive personal information or other user data; or
  d) any other matter relating to Zadinga or the Services.
4. NowFloats is neither liable nor responsible for any actions or inactions of the other users of Zadinga or any breach of conditions, representations or warranties by them. NowFloats is not obligated to mediate or resolve any dispute or disagreement amongst two or more users of Zadinga.
5. None of the directors, officials or employees of NowFloats shall be personally liable for any action in connection with Zadinga or the Services.
ACCESS OUTSIDE THE REPUBLIC OF INDIA
NowFloats makes no representation that the content on Zadinga is appropriate to be used or accessed outside the Republic of India. Any users who uses or accesses Zadinga from outside the Republic of India, do so at their own risk and are responsible for compliance with the laws of such jurisdiction. These Terms of Use do not constitute, nor may these Terms of Use 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.
TERM AND TERMINATION
1. These Terms of Use shall be effective from the date of their publication on Zadinga.
2. NowFloats reserves the right to terminate the Services in the event of breach of any terms contained in these Terms of Use, misrepresentation of information, any unlawful activity by you or if NowFloats is unable to verify or authenticate any information submitted by you.
3. You may terminate these Terms of Use at any time, provided that you discontinue any further use of Zadinga or Services. However, any such termination shall not cancel your obligation which has accrued, or is unfulfilled and relates to the period, prior to termination. If you wish to terminate your account, you may do so by initiating a support request from the Zadinga App. Notwithstanding anything contrary contained herein, any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
ORDER RELATED SETTLEMENT
1. For all the transactions undertaken by the Buyer(s) on the e-Store using digital mode of payment (net banking/ debit/ credit card/ UPI/ wallet etc.) or at the offline store using the point of sale device (“POS device”), the transaction amount shall be collected and settled by such third party payment services provider (“Payment Service Provider”) as referred to you by NowFloats. You shall enter into a separate agreement with such Payment Service Provider to receive the transaction amount. The payments shall be made to you by the Payment Service Provider after settling the delivery charges of the Logistics Partner, refund amount, transaction fee, cancellation charges or such other fee as may be imposed on the transaction amount, from the Buyer(s). NowFloats shall not be responsible and liable for any claim arising due to Your agreement with the Payment Service Provider. Further, NowFloats shall not be a part to any dispute between you and/or the Payment Service Provider and/or the Buyer. You acknowledge that details regarding transactions made through Zadinga shall be shared by the Payment Service Provider with Nowfloats to enable provision of seamless Service(s) to you.
2. Return or cancellation charges
  1. You may cancel or refuse to accept the order requested by the Buyer(s). In such cases no amount shall be charged from You. However, once the order has been accepted by the You, and You refuse to hand over the Products to the Logistics Partner for delivery, thus resulting in-to cancellation of the order, the transactional fees shall be charged from you.
  2. In no case shall You be allowed to cancel the order of the Products once it has been picked up from Your premises by the Logistics Partner for delivery.
  3. In case (i) Product is damaged; (ii) both the Product and shipping package have been damaged; (iii) Product is defective or is not in working condition; (iv) the Product is of bad quality; (v) parts of the Product or accessory is missing; (vi) the Product ordered is different from what was ordered basis the Product description provided on the Platform; or (vii) the Buyer(s) is dissatisfied with the purchased Product (“Non-Compliant Product”) and the Buyer returns such Non-Compliant Product, the transaction fee levied by the Payment Service Provider, cost towards logistics partner (round trip from the Buyer’s address) and any other charges as may be required by us shall be charged from you.
CONTENT GUIDELINES
NowFloats is providing the Services as detailed in Overview of Services above to enable you to post content, price, offers and any other details required for the sale and purchase of Products between You and the Buyer through the e-Store or Your offline store. You must comply with these Content Guidelines on restricted products in connection with the offering for sale of any products on e-Store, powered by Zadinga.
1. User/ Third Party Safety - You shall not (and shall not permit any third party to) publish or undertake to publish any Content on the e-Store that constitutes or contains any of the following:
  1. Offensive Content – Any Content/ User Submission that is or has the tendency to be unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity or profane language, or sexual activity and any explicit content with an intent to be sexually gratifying, promotes bigotry, discrimination or violence against any race, religion, caste, belief, ethnicity sexual orientation or behavior, gender, disability, health condition, criminal record, political bias, creed or country, or is otherwise inappropriate as determined by Us in our sole discretion. The Content/ User Submission should also be compliant with The Information Technology Act, 2000, Indecent Representation of Women and Children Act, 2008 and the Indian Penal Code, 1860 which prohibits reproduction of any content pertaining to obscenity and indecent representation of women in India;
  2. Infringes Third Party Intellectual Property Rights – Any content on the e-Store that infringes or has the tendency or threatens to infringe any intellectual property rights including but not limited to patent, trademark, trade secret, copyright, design, geographical indication, right of publicity, privacy rights and/or performer’s rights or any other rights of any third person or any entity without any license or permission or violates any applicable law or contractual duty or obligations of confidentiality;
  3. Fraudulent Information – Any content on e-Store that you know or have had knowledge of, to be fraudulent, false, misleading, untruthful or inaccurate;
  4. Impersonates a third party – Any content on the e-Store that impersonates any third person or an entity, including any of ours or our affiliate’s employees or representatives or personnel;
  5. Compromises Cyber Safety – Any content that contain, including but not limited to, any software viruses or computer codes, files, worms, logic bombs or programs that are designed and/or intended to disrupt, disable, damage, limit or interfere with the proper functioning of our Services or any software, hardware, or telecommunications equipment or to damage or to obtain unauthorized access to any system, data, password or any of our other information. This shall also include any Content on e-Store that constitutes unauthorized or unsolicited advertising, junk or spamming as solely determined by us in our sole discretion;
  6. Third Party Sensitive Personal Information – Any content that includes or has the tendency to include any third party sensitive personal information under the applicable laws, without the prior express consent of such concerned third party;
  7. Breaches Our Privacy Policy – Any content that breaches or has the tendency to breach the terms of our https://www.zadinga.in/privacy-policy
  8. False and Misleading Advertising and Commercial Disparagement – Any Content on the e-Store which contains false information and/or direct comparison with any competitor’s goods/services, including but not limited to any content which may confuse or mislead the public with regards to the standard, quality, quantity or grade-composition of any product and shall not grant any unfair advantage over any third-party and not denigrate or discredit the product of a third-party;
2. Conditions on Product Listings
  1. Offering, listing, selling, advertising or publishing any information of the followings products are strictly prohibited on e-Store:
    (i) contraband products or items comprising of contraband products;
    (ii) counterfeit products;
    (iii) intoxicants, including, drugs, alcohol or products containing intoxicants;
    (iv) products containing tobacco, including cigarettes, beedis, or chewing tobacco;
    (v) products comprising of human body parts, blood or medical implants;
    (vi) products comprising of or claiming to comprise of human hormones or substances which may alter or claim to alter human hormones;
    (vii) products which are purport to be miracle cures, including unsubstantiated cures, remedies or other items marketed as quick health fixes;
    (viii) erotic products, sex toys or other products intended to be used for the purposes of sex or erotica;
    (ix) products containing pornography or objectionable pictures of any person;
    (x) products containing objectionable pictures or other contents in relation to minors;
    (xi) products containing any content that may deemed to be obscene, violent, offensive or sexual under applicable law and / or basis NowFloats’ sole judgement;
    (xii) arms, ammunition (in whole or in part) or related thereto;
    (xiii) imitation firearms airsoft guns, air guns, air weapons, BB guns and other products deemed illegal for sale through e-commerce under applicable laws;
    (xiv) weaponry, explosives and offensive weapons, including spear guns, crossbows, mace and black powder;
    (xv) pyrotechnics, fireworks, fire crackers, or explosive material of any nature;
    (xvi) razors, blades, knives, knife blades, swords, axes, daggers and any products with sharp edges made for the purpose of, or capable of being used for, causing injury; excluding knives manufactured for the use as kitchen knives, folding blades of 3 inches or less which are unlockable or are a part of a multi-tool device, craft and electric carving knives;
    (xvii) live animals, insects, or sentient beings of any kind;
    (xviii) products which consist of plants, animals, insects or sentient beings of any kind, the offer or sale of which through e-commerce is prohibited or restricted under applicable laws, for instance jewellery consisting of ivory;
    (xix) products which are defective or have been recalled by the manufacturer, or maybe potentially recalled, for instance faulty electronic products;
    (xx) products imported into India in violation of the applicable laws;
    (xxi) cable descramblers or black boxes including devices intended to obtain cable and satellite signals for free or in violation of applicable laws;
    (xxii) products or contents which infringe the intellectual property rights of any persons;
    (xxiii) products or services which incite, encourage or solicit violence, intolerance, hatred, or any activities prohibited under applicable laws or against public policy, for instance, offensive products that defame or slander any person or groups of people based on race;
    (xxiv) products that are prohibited for being offered, shipped or sold under applicable laws, for instance products in connection with child pornography;
    (xxv) products that are against public policy, for instance products promoting terrorist activities;
    (xxvi) products that are prohibited or restricted from offer or sale through e-commerce, or any products which contains ingredients which are prohibited or restricted, for instance products containing banned narcotics;
    (xxvii) pharmaceuticals, medicinal drugs, medicines or any products deemed to be medicines / medicinal under applicable laws;
    (xxviii) medical appliances or devices or products of similar nature;
    (xxix) surveillance product having night vision;
    (xxx) any other product that NowFloats may fradudeem unfit for the purpose of offer, listing, shipping, or sale through e-Store, powered by Zadinga.
  2. You will require prior consent of NowFloats to list or offer any of the following products or services through e-Store:
    (i) products purporting to be or likely to be construed as the official merchandise of the Government of India or any Indian State Government, or any other sovereign Government or products, for instance an uniform issued by an Indian State Government to its employees;
    (ii) products that have been used prior to their listing or sale through e-Store;
    (iii) products which by their nature require any license, certification or any other permit under applicable laws to be listed, offered or sold on e-Store, for instance food products without appropriate certifications and labelling as required under the Food Safety and Standards Act, 2006;
    (iv) tickets or entry passes to any concerts, movies, or events of any nature;
    (v) surveillance products, including products intended to be used for the purpose of monitoring, tracking, or observing persons or things; and / or
    (vi) any other product, as may be prescribed from time to time.
  3. The consent from NowFloats shall be obtained by sending a mail at: grievance@nowfloats.com.
  4. NowFloats may request you to provide documents such as registration details and licenses while considering your request to list the products discussed in 17.1.2 above.
3. Consequences For Violation
  1. Violation of the Restricted Products Policy may entitle us to take any of the following actions against you:
    (i) terminate your account with Zadinga;
    (ii) suspend your account with Zadinga for such period as decided by NowFloats;
    (iii) remove the particular listing;
    (iv) restrict your access and use of e-Store, including imposing restrictions on your listing of Products;
    (v) notify the violation to relevant authorities; and / or
    (vi) any other action available under applicable laws, the Terms of Sale or other policies and / or instructions prescribed by NowFloats.
4. Conditions For Using e-Store
  1. As a seller, it is your responsibility to ensure that each listing or offer placed by you on the e-Store is as per the terms of the Content Guidelines and the Terms of Use, which may be updated by NowFloats from time to time.
  2. It is also your responsibility to ensure compliance with all applicable laws, including, maintenance of licenses, registrations, permits as may be required for the offer or sale of the Products (including each ingredient and component) being offered or listed by them on e-Store.
5. Reporting Other Users
  1. If you believe that another user is / could be in breach of the Content Guidelines, you may immediately inform our Grievance Officer at: grievance@nowfloats.com.
  2. A short statement of the suspected breach (whether current or potential) along with proofs such as screenshots establishing the breach, should be provided to the Grievance Officer.
  3. NowFloats may, at its discretion, take action against such breaches reported by you. Additionally, NowFloats also reserves the right to take action against sellers who raise frivolous or ill-intended complaints of breach.
THIRD PARTY SITES AND SERVICES
The Services may permit you to link to other websites, services or resources on the internet, and other websites, services or resources may contain links to the Services. When you access any websites by the Partner Service Providers, you do so at your own risk. These other websites are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us or any association with our operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
FORCE MAJEURE
NowFloats 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 NowFloats’s reasonable control.
WAIVER
No provision in these Terms of Use will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by NowFloats. Any consent by NowFloats 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.
SEVERABILITY
If any provision of these Terms of Use is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms of Use and the remainder of these Terms of Use 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 of Use 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.
GRIEVANCE REDRESSAL
You may submit any grievance with respect to Zadinga or the Services, including with respect to any abuse on Zadinga including any discrepancies or grievances with respect to access or usage of Zadinga in violation of these Terms of Use by any person, to the Grievance Officer at the below details:
Name: Resham Kathuria
Designation: Grievance Officer
Email Id: grievance@nowfloats.com
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms of Use, all transactions consummated between NowFloats and you, and the relationship between NowFloats and you is governed by the laws of India, without reference to any conflict of laws principles and with an exclusive jurisdiction to the courts of Mumbai. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in force at the date of applying for arbitration, which rules are deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of a sole arbitrator, to be mutually appointed by the Parties. The legal seat venue of arbitration shall be Mumbai, India and arbitration shall be conducted in English. The decision of the arbitrator shall be final and binding upon both the Parties.
AMENDMENT
These Terms of Use are subject to amendments and modifications and may be updated from time to time, without any advance notice. You are requested to regularly review the Terms of Use as available on Zadinga. You relationship with Zadinga will be governed by the most current version of these Terms of Use, as published on Zadinga.
MISCELLANEOUS
1. In addition to these Terms of Use, you will also ensure that you are in compliance with the terms and conditions of the third parties, such as bank offers terms and conditions, brand promotional offers, whose links, if any, are contained/embedded in the Services. You agree that NowFloats will not be liable for any transaction between itself and any such third parties.
2. These Terms of Use supersede all previous oral and written terms and conditions (if any) communicated to you by NowFloats, for the use of Zadinga, and the rights and liabilities with respect to any Services to be provided by NowFloats shall be limited to the scope of these Terms of Use.
ANTI BRIBERY AND ANTI CORRUPTION
You will comply with all applicable anti‑corruption laws, including, to the extent applicable to you and any other Indian law including Indian Penal Code, 1860 and Prevention of Corruption Act, 1988. You will not, directly or indirectly, offer or pay anything of value (including gifts, travel, entertainment expenses, and charitable donations) to any official or employee of any government, government agency, political party, or public international organization, or any candidate for political office, to (a) improperly influence any act or decision of such official, employee, or candidate for the purpose of promoting the business interests in any respect, or (b) otherwise improperly promote the business interests in any respect, in each case in violation of applicable law. You will retaliate against anyone who has, in good faith, reported a possible violation of this Section or refused to participate in activities that violate this Section to the extent prohibited by applicable law.
AUDIT
We may, on our own or by engaging a third party at our own expense and upon our request thereof to you, audit, inspect or examine any records, invoices and/or other data or documents of that are necessary to establish your compliance or non-compliance with this Term and/or the Services that are availed from us and you will provide all assistance as may be reasonably requested by us. If such audit, inspection or examination establish non-compliance by you, We shall have the right to forthwith either terminate this Term and/or the Services or suspend the obligations under this Agreement and require you to cure such non-compliance within the prescribed timelines. You undertakes to maintain the records relating to the transactions/Services under this Agreement during the term and thereafter for a period of 8 (eight) or time prescribed under the applicable laws, whichever is more.
NODAL OFFICER
Name: Nitin Bajaj
Designation: Nodal Officer
Email Id: nodal.officer@nowfloats.com