THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU”) AND ZIPPYTYM PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE ZIPPYTYMSITE.
As used in this Agreement, “we,” “us,” and “ZippyTym” means the ZippyTym company named in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.
1. Enrolment
To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your (or your business’s) legal name, address, phone number, e-mail address, applicable tax registration details, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with ZippyTym’s Privacy Notice.
Cookies
We employ the use of cookies. By accessing ZippyTym, you agreed to use cookies in agreement with ZippyTym’s Privacy Policy.
Most interactive websites use cookies to let us retrieve the user’s details for each visit. Our website uses cookies to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.
2. Service Fee Payments
You are responsible for all of your expenses connected with this Agreement unless this Agreement or the applicable Service Terms provide otherwise. For the ZippyTym Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by ZippyTym(with respect to such ZippyTym Site, “Your Credit Card”) as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the ZippyTym Site, “Your Bank Account”). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sum payable by you to us (in reimbursement or otherwise). At ZippyTym, all payments to you will be made to Your Bank Account via cheque or electronic transfers, or other means as specified by us. You agree that ZippyTym shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.
In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with ZippyTym concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks, or other claims in connection with the ZippyTym Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or ZippyTym’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
4. Licence
You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other ZippyTym product or service, and to sublicense the foregoing rights to our Affiliates and operators of ZippyTym Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable ZippyTym Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
5. Representations
Each Party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party 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 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.
6. Indemnification
6.1 You release us from and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents, and Affiliates) against any third party claim, loss, damage, settlement, cost, taxes, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, packaging, delivery, refund, cancellation, adjustments, or return thereof. Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by ZippyTym) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.
6.2 ZippyTym’s indemnification obligations. ZippyTym will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to (a) ZippyTym’s non-compliance with applicable laws; or (b) allegations that the operation of a ZippyTym Site infringes or misappropriates that third party’s intellectual property rights.
6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
7. Disclaimer
- THE ZIPPYTYM SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU ACCESS THE ZIPPYTYM SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY ZIPPYTYM TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ZIPPYTYM SITE, OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
- BECAUSEZIPPYTYMIS NOT WHOLLY INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE ZIPPYTYM(AND ITS AGENTS, AFFILIATES, AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ZIPPYTYM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX–MONTH PERIOD PAID BY YOU TO ZIPPYTYM IN CONNECTION WITH THE PARTICULAR SERVICE AND THE ZIPPYTYM SITE GIVING RISE TO THE CLAIM.
9. Tax Matters
Your use of Services is subject to ZippyTym’s Tax Policies. You will comply with any applicable tax laws and fulfill all tax authorities’ obligations in a timely and complete manner.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. ZippyTym is not responsible for collecting, remitting, or reporting any service tax, VAT / CST, goods and services tax, or other taxes arising from such sale. You are solely responsible for preparing, making, and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value-added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value-added, service, sales, use, goods, and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information, including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner to enable us to provide, report, or correct goods and services tax invoices. Based on the information provided, ZippyTym will deduce the recipient’s location, the billing details, place of supply, and applicable taxes.
If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law is determined to be deducted and deposited on any payments or remittances to you, ZippyTym will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. You would not claim in respect of the taxes deposited against ZippyTym.
It is your responsibility as a seller on the ZippyTym Site to choose the most applicable product tax codes and assign a Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the ZippyTym Site.
In case of any discrepancy in the reporting/returns filed by you and ZippyTym, you agree that you will resolve such discrepancy immediately and indemnify ZippyTym against any tax, interest, and penalty payable in this regard.
10. Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain ZippyTym‘s exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all times (the above 8 years’ term limit does not apply to customer personal data).
11. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.
12. Relationship of Parties
You and we are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, an association of persons, agency, franchise, sales representative, or employment relationship between the parties. ZippyTym is not an auctioneer; neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
13. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the ZippyTym Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses, and traffic information, usage history and posted content.
14. Password Security
Any password we provide to you may be used only during the Term to access Your Partner Account, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
15. Miscellaneous
This Agreement will be governed by India’s laws, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration by a sole arbitrator to be appointed by ZippyTym. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996, or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English, and the venue of the arbitral proceedings shall be Pune, India. Each party agrees that courts in Pune will have the sole and exclusive jurisdiction over all arbitral applications. The fast–track procedures under the Arbitration Act will apply to all proceedings as stipulated.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to ZippyTym, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose before the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition, or sale of all or substantially all of our assets or similar transactions, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for ZippyTym as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
ZippyTym retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall be English, and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory, or any other authority as may be required by us to co-operate and/or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable Laws.
You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.
Please continue to use our partner portal as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein. It supersedes any previous or contemporaneous oral or written agreements and understandings.
16. Definitions
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means with respect to any entity, any other entity that directly or indirectly controls is controlled by, or is under common control with, such entity, except with respect to ZippyTym, “Affiliate” means solely its Affiliates domiciled in India.
“ZippyTym Associated Properties” means any website or other online point of presence, other than the ZippyTym Site, through which any ZippyTym Site or products or services available thereon are syndicated, offered, merchandised, advertised, or described.
“ZippyTym Site” means www.zippytym.com.
“Business Days” means any day of the week (excluding Saturdays, Sundays, and public holidays) on which commercial banks are open for business in Pune, India & Texas in United States of America.
“Confidential Information” means information relating to us, to the Services or ZippyTym customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For this Agreement, customer personal data constitutes Confidential Information at all times.
“Content” means copyrightable works and other content protected under applicable Laws.
“Excluded Products” means any products or other items outlined in the excluded products list for the ZippyTym Site or any other ZippyTym Program Policy that applies to your use of a Service, and any other products or other items that in ZippyTym‘s sole discretion are not supported for a Service.
“Intellectual Property Rights” means any patent, copyright, trademark, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law(s)” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
“Local Currency” means Indian Rupees (INR) or US Dollar (USD).
“Order Information” means, with respect to any of Your Products sold through the ZippyTym Site, the order information, and shipping information that we provide or make available to you.
“Person” means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
“Service” means each of the following services that ZippyTym makes available on or in connection with the ZippyTym Site: The Selling on ZippyTym Service and ZippyTym Advertising.
“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or other source or business identifier, protected or protectable under applicable Laws.
“Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which ZippyTym may make available to you for your use in managing your orders, inventory, and presence on the ZippyTym Site.
“Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to ZippyTym or its Affiliates.
“Your Sales Channels” means all sales channels and other means through which you or your Affiliates offer or sell products, other than physical stores.
“Your Taxes” means any and all value-added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
“Your Transaction” means any sale of Your Product(s) through the ZippyTym Site.
17. Your Product Listings and Orders
17.1 Products and Product Information. In accordance with applicable Program Policies, you will provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the ZippyTym Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging), and your offer and subsequent sale of any of the same on the ZippyTym Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the ZippyTym Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the ZippyTym Site. For each item you list on the ZippyTym Site, you will provide to us the state or country from which the item ships.
17.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the ZippyTym Site in the applicable product categories which are supported for third party sellers generally on the ZippyTym Site on the applicable Selling on ZippyTym Launch Date, and conduct merchandising and promote Your Products per the Business Solutions Agreement (including via the ZippyTym Associated Properties or any other functions, features, advertising, or programs on or in connection with the ZippyTym Site). ZippyTym reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the ZippyTym Site. We may use mechanisms that rate or allow shoppers to rate, Your Products and/or your performance as a seller on the ZippyTym Site, and ZippyTym may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
17.3 Shipping and Handling Charges. For Seller Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the ZippyTym Site and further subject to any shipping and handling charge Program Policies for the ZippyTym Site. Any such amounts paid by the customer towards shipping and handling charges shall be your proceeds, subject to deduction of applicable charges as may be determined by us. You are solely responsible for reporting and remitting any applicable taxes on the shipping handling charges.
17.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and you will bear all other risks of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly per the Order Information and Shipment Information.
17.5 Problems with Your Products
17.6 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by (a) credit card fraud for which we are responsible under Section S-1.2; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for ZippyTym-Fulfilled Products, if any, the Fulfilment by ZippyTym Service Terms will apply to non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in any public or private recall of your products. You will notify us promptly as soon as you know about any public or private recalls of Your Products.
18. Compensation
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on ZippyTym Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on ZippyTym Subscription Fee” means the fee specified as such on the Selling on the ZippyTym Site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Closing Fees” means the applicable fee, if any, as specified in the Selling on ZippyTym Fee Schedule for the ZippyTym Site; and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the ZippyTym Site specified on the Selling on ZippyTym. Fee Schedule for the ZippyTym Site at the time of Your Transaction, based on the categorization by ZippyTym of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of ZippyTym-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to ZippyTym will be your responsibility.
In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure”), you irrevocably assign to us all your rights, title, and interest in and associated with that Payment Failure.
19. ZippyTym’s Marketplace, Websites and Services
ZippyTym has the right to determine, the design, content, functionality, availability, and appropriateness of its marketplace, websites, selection, and any product or listing on the ZippyTym Site or the ZippyTym Associated Properties, and all aspects of each Service, including your use of the same. ZippyTym may assign any of these rights or delegate any of its responsibilities.
20. Tax Matters
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of all taxes, including VAT/CST, customs duty, excise duty, or other tax or levy that may be required to be remitted in connection with such sale unless otherwise provided in any Program Policy or otherwise agreed by ZippyTym in advance in writing.
All payments by ZippyTym to you shall be made subject to applicable withholding taxes under applicable Governing Laws. ZippyTym will retain, in addition to its net fees together with any applicable taxes that ZippyTym determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required to deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to ZippyTym.
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. ZippyTym shall reimburse the claim post verification and reconciliation with the service fee as per books of accounts. ZippyTym will have the right to reject the claim if the claimed amount does not match with service fees invoices. ZippyTym shall maintain the right to recover any excessive claims paid to you.
ZippyTym has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case ZippyTym successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
21. ZippyTym Advertising Service Terms
The ZippyTym Advertising Service Terms govern your use of ZippyTym Advertising, a Service that allows you to advertise your products. The ZippyTym Advertising Service Terms apply to your use of the Ad Services.
The ZippyTym Advertising Agreement governs your use of the Ad Services (as defined in the ZippyTym Advertising Agreement). You accept the ZippyTym Advertising Agreement, which may be updated from time to time by ZippyTym in accordance with its terms. The ZippyTym Advertising Agreement is available at https://advertising.ZippyTym.in/terms. In the event of any conflict between the General Terms or Program Policies and the ZippyTym Advertising Agreement with respect to the Ad Services, the ZippyTym Advertising Agreement will prevail to the extent of the conflict. If the ZippyTym Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.