This Merchant User Agreement (“Agreement”) is between you, the user, together with any company or other business entity / organisation you are representing, if any (collectively, “You” or “Licensee”), and BizEzy (“BizEzy”) having its registered office at No284, Sakthi Avenue, 2nd Cross Street, Gerugambakkam, Chennai – 600 128, a company providing e-commerce software programs branded as BizEzythat enable merchants to build online stores through which they can sell their products and services online.
This Agreement explains the terms and conditions governing your use of the BizEzy solution, technology and any other content available during your sign-up period. By clicking on the ‘I agree’ checkbox on the registration page, you have chosen to accept these terms and conditions and acknowledge that the BizEzy solution during this sign-up period is governed by the rules set forth below. If you do not wish to accept this agreement, do not proceed with the sign-up.
The Software license and Services are available only to, and may only be used by individuals and entities who can form legally binding contracts under applicable law. It is expressly clarified that the Software and Services are not available to minors (persons under the age of 18) and such other persons who are legally incapacitated from entering into a legally binding contract under applicable law. If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement. BizEzy uses many techniques to verify the accuracy of the information You provide when You register on the BizEzy website. If for any reason, BizEzy, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
1.1 The Software provided by BizEzy, and all intellectual property rights therein, are the exclusive property of BizEzy.
1.2 Subject to the terms and conditions of this Agreement, BizEzy grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for BizEzy ("BizEzyServers") through the BizEzyApplication solely for the purpose of building and maintaining an interactive store hosted by the BizEzyServers on which Licensee offer Licensee's or a third party's products or services ("Licensee's Store").
1.3 The Software and its structure, organization, and source code constitute valuable trade secrets of BizEzy. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
1.4 ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that BizEzymay make available to Licensee may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, BizEzymay make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Licensee's consent to such terms and conditions associated with the use of additional software and services.
2.1 Upon activation of Licensee's account and subject to the payment of applicable fees, BizEzy will provide certain hosting, support and other miscellaneous Services for the Software licensed by Licensee under this Agreement and Licensee's Store during the term of this Agreement as published on the BizEzy Site. Licensee's Store shall be hosted on a BizEzy Server on which several merchants may share the resources and network capacity of that BizEzy Server.
2.2 BILLING PERIOD: Start date of Billing period would be considered as the Date of Payment except in cases as below
a) Payment Gateway Activation: Start date of Billing period would be either Payment Gateway Activation date or 30 days from the Date of payment whichever is earlier.
2.3 STORE DESIGN AND CUSTOMIZATION: At Licensee's request, and subject to BizEzy's acceptance of Licensee's request and Licensee's payment of applicable fees, BizEzy will provide or instruct one of its "affiliates" to provide, design and customization Services for Licensee's in accordance with BizEzy's then current customization terms and conditions.
2.4 DOMAIN NAME REGISTRATION: At Licensee's request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, BizEzy's Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint BizEzy and third parties who provide domain name registration services to BizEzy as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize BizEzy and third parties who provide domain name registration services to BizEzy to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. BizEzy provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against BizEzy for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, BizEzy reserves the right, in BizEzy's sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
3.1 Licensee will be solely responsible for the development, operation and maintenance of Licensee's Store, including the operation of Licensee's Store, accepting, processing and filing customer orders generated through Licensee's Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Licensee's Store. Licensee agrees that BizEzy will have a backup of the data uploaded on the store in event of data corruption/ lapses which would be carried out once a day.
3.2 Licensee acknowledge that, by only providing Licensee with the ability to publish and distribute Licensee's own or third party products, services or content, BizEzy and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. BizEzy has no obligation to Licensee or any third party, and undertakes no responsibility, to review Licensee's Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Licensee's Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if BizEzy believes in its sole discretion (as applicable) that Licensee's Store or any products, services, content or other materials in the Store or on BizEzy Servers may create liability, BizEzy may take any actions with respect to the content or materials.
3.3 Licensee hereby grants BizEzy and its affiliates an irrevocable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Licensee's content solely for the purposes provided in this Agreement. Licensee further agrees that BizEzy has the exclusive right, in its sole discretion, to share or distribute the content provided by Licensee and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with BizEzy. BizEzy shall not be held responsible in the event Licensee violates any intellectual property rights of the other Parties and Licensee shall alone responsible for such violations.
4.1 You are not to use the BizEzy solution, the selection of web address for your member site, the solution, or the Merchant site to, including, but not limited to:
4.2 You agree that without express consent of BizEzy (and showing proof of the appropriate licenses where necessary or appropriate), you will never provide, sell or offer to sell the following products or contents (or services related to the same) on the Merchant site you create:
4.3 You agree that you will not (and will not allow any third party to) participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any BizEzy solution or technology; individual passwording of Merchant sites; deleting or altering author attributes or copyright notices (unless expressly permitted in writing by the author or owner), and/or fail to obtain all required permissions when using the BizEzy solution to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws, including copyright and patent laws.
4.5 Licensee's failure to comply with the Restrictions and Prohibitions set forth in Section 4 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 11 of this Agreement.
6.1 Merchant Site Content Changes
BizEzy reserve the right to make changes to your site if you breach any of the provisions of this Agreement with sufficient notice and reasonable time period provided to you, to rectify the infringing content (as determined by BizEzy’s sole discretion). If you fail to conform to BizEzy’s satisfaction, then BizEzy may make changes to the Merchant site to bring it in compliance with this Agreement. Merchant is not to hold BizEzy liable for any foreseeable, unforeseeable, direct, indirect consequences that may result from the changes made by our Support team to Merchant site in response to a Merchant site that breaches this Agreement. BizEzy’s decision shall be final and binding in this regard. Notwithstanding the above, BizEzy also reserves the right to discontinue the provision of any or all aspects of the BizEzy solution to any member for any breach of this agreement.
6.2 Informing Merchants on Changes
BizEzy reserves the right to inform all Merchants regardless of their email subscription on important information such as service outages, material changes or modifications to the solution, latest development as well as changes to the Merchant User Agreement.
7.1 Licensee agrees to pay to BizEzy the Fees in the amount, manner and at the times as agreed upon; Licensee shall be responsible for payment for its own license of BizEzy application as well as for the licenses sub-licensed to its merchants.
7.2 Licensee agrees to pay all subscription fees, consulting fees and other fees applicable to their use of Services and Licensee shall not circumvent the fee structure. The fee is dependent on the User Plan that Licensee purchases and not on actual usage of the services.
7.3 The subscription fee is refundable based upon below policy.If cancellation of BizEzy Subscription is presented
7.4 Fees for certain services, including but not limited to domain name registration and renewal, setup fees, one time fees, shipping and handling, SSL certificate fees, software license fees, technical charges, customization charges, unused bandwidth, unused disk space, unused backup space, are not refundable unless otherwise specified. BizEzy may, in its sole discretion, refund other amounts as it deems necessary.
7.5 Monthly subscription and other annual or one-time fees shall be payable in advance, including fees for the license of Software and Services to be rendered to Licensee by or on behalf of BizEzy in the following month
7.6 Each User / Member is solely responsible for payment of all taxes, legal compliances, statutory registrations and reporting. BizEzy is in no way responsible for any of the taxes except for its own income tax.
7.7 All Fees are exclusive of taxes. Goods and Service Tax at the applicable rate is levied on every purchase.
7.8 Fees not received within the specified due dates attract late charges of 18% per annum from the due-date of payment, which may levied at BizEzy's discretion.
7.9 BizEzy reserves the right to modify the fee structure by providing a 30 day prior notice, either by notice on the Website or through email to the Authorized User, which shall be considered as valid and agreed communication.
7.11 No charges if you delete your BizEzy account - Once a licensee deletes the account, they would not be charged again, but the licensee is responsible for whatever charges have already been incurred for the current billing period. For example, if the billing cycle is on the 10th of every month, and they cancel on the 24th, they'll still have to pay for the current month, but they won't be charged again after that. No exceptions shall be made to this obligation.
For avoidance of doubt and notwithstanding anything to the contrary herein, You will indemnify, reimburse and hold BizEzy harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, "Fulfillment Specific Taxes") to the extent such taxes or fees are: (a) assessed on BizEzy as a result of inventory, packaging, gift wrap and other materials (i) owned by You and/or (ii) sold to customers as contemplated \hereunder; and (b) Your primary legal obligation.
9.1 BizEzymay make certain order fulfillment services, such as payment verification and processing, available to You. Some of these services may be available through third party vendors, such as PayU Money, and your relationship with such vendor will be pursuant to a separate agreement between you and the applicable vendor. You understand and agree that BizEzyis not responsible for the availability or provision of such services or for such third party vendor’s non-performance or breaches. BizEzydoes not guarantee the availability, security or delivery of such services or that You will be eligible for any vendor’s services. It is Your responsibility to address all issues with regard to a vendor, including payments, refunds, chargebacks, collections and service outages, with such third party vendor.
9.2 REFUND: BizEzy may refund the money to customers if You request to BizEzy or BizEzy deem fit for such refund to the customer. In case customer's claims damages or non deliveries product by You, BizEzy will inform You about such claims that are received by BizEzyrelating to Your product and services. If You delay in resolving the customer claims, then BizEzy may at its sole discretion decide and remit to the customer upon receipt of such request. BizEzy does not take any responsibility to ascertain the truth of such a claim. Though in such cases BizEzy would use reasonable efforts.
10.1 FULFILLMENT: During the Term, You will source, pick, pack and dispatch to the applicable addresses, Your Products sold through Your website.
10.2 PRODUCT FULFILLMENT: You will be solely responsible for the fulfillment of all the products that are uploaded and displayed on Your website. Further, BizEzy will not be liable for any transaction entered or performed on Your website.
10.3 REVERSE LOGISTICS: You will be solely responsible for accepting and processing returns of Your Products and will communicate to customers all necessary information for the return of Your Products which are sold through Your website.
11.1 BizEzy reserves the right to discontinue any or all aspects of the BizEzy solution or restrict your use of the solution in whole or in part for any breach of this Agreement by you at any time without prior notice; or if BizEzy determines in its sole and exclusive discretion that terminating your use of the BizEzy solution is necessary for security reasons, for proper continued operation of BizEzy or for whatsoever reasons deemed appropriate by BizEzy; or if your use of BizEzy solution is not for a legitimate business purpose, violating any rules or regulations; or if BizEzy receives information that the use of BizEzy solution (or any part thereof) may violate any third party right.
11.2 BizEzy may at any time, with thirty (30) days notice to you, modify or discontinue any or all aspects of the BizEzy solution or restrict your use of the solution in whole or in part for BizEzy’s convenience.
11.3 If, at any time, the credit card number that you provided to BizEzy expires, or if we are unable to charge valid charges to that credit card number, or if you fail to make payments due to BizEzy hereunder after a ten (10) days notice, then BizEzy reserves the right to modify or discontinue any or all aspects of the BizEzy solution.
11.4 All rights granted to you, the Merchant, under this Agreement would be terminated upon termination of this agreement. Following such termination or suspension, you agree not to reregister for or otherwise access the BizEzy solution without BizEzy’s written approval. Upon termination of this Agreement, BizEzy reserves the right to delete any data files associated with your use of the BizEzy solution. However, you are still liable for the full charge for the period during which we terminate or suspend your BizEzy solution.
BizEzy may at any time, with notice of not less than fifteen (15) days, change its fees and the terms of this Agreement. With regards to the changes in fees and charges, they will be posted clearly on the ‘Home’ page on our website. BizEzy will also be sending you an email or even send you a letter informing you of the change. If you find any change unacceptable, you are free to terminate this agreement. Your continued use of the BizEzy solution after the effective date of a change constitutes your continued acceptance of the new terms and conditions of this Agreement, the BizEzy solution as well as its fee schedule.
You agree to indemnify and hold BizEzy, its suppliers, advertising and promotional partners, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) incurred or arising from:
If complaints of a violation of third party rights arise with regard to your Merchant site, then BizEzy will have to investigate on the validity of the complaints. If the complaint is valid, then it will be considered a breach of this Agreementandthe issue will be dealt with accordingly.
15.1 As between the parties, BizEzy acknowledges that it claims no proprietary rights in Merchant’s information or any intellectual property right contained therein. As between parties, you, the Merchant, acknowledge and agree that BizEzy and its licensors own all right, title and interest in:
15.2 You agree also that the content and technology behind the BizEzy solution is protected by international copyrights, trademarks, service marks, patent, or other proprietary rights and laws; which means that you are only allowed to use BizEzy content and technology only as expressly authorized by BizEzy and its licensors. You should understand and agree that the compilation, collection, selection, arrangement, assembly and coordination of all content available on the BizEzy solution are exclusive property of BizEzy and its licensors and it is rights protected. Therefore, unless expressly authorized by BizEzy, you may strictly only use it for your internal business and data-gathering purposes.
BIZEZY, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN “AS IS” BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. BIZEZY, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 16 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
17.1 IN NO EVENT SHALL BIZEZY, ITS SUPPLIERS, ADVERTISING AND PROMOTIONAL PARTNERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). BIZEZY’S, ITS SUPPLIERS’, ADVERTISING AND PROMOTIONAL PARTNERS’, AND SERVICE PROVIDERS’, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE SHALL BE LIMITED TO THE PAYMENT RECEIVED BY BIZEZY FOR THAT PARTICULAR SERVICE OR MONTH.
17.2 In no event shall BizEzybe liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the BizEzysoftware/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the BizEzysoftware/services, whether based on contract, tort, negligence, strict liability or otherwise, even if BizEzyor any of its suppliers has been advised of the possibility of damages. BizEzydoes not endorse in anyway any advertisers/ contents of advertisers on their web-pages. The clause shall survive the termination or expiry of this agreement.
17.3 The material and information provided by Licensee ("content") under this agreement belongs to Licensee who agrees to grant the rights to share / redistribute or otherwise use the content to BizEzy. Licensee being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual property infringement by way of the content provided. BizEzymakes no representations or warranties of any kind express or implied about the completeness, accuracy, reliability, of the content provided in the content or the information on products, services (information) made available Licensee. BizEzyand their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.
18.1 BizEzy and the Merchant are two (2) separate entities; therefore opinions and views expressed in any Merchant site do not reflect that of BizEzy. We do not verify, vouch, review or otherwise endorse the content on any Merchant site. The Merchant is solely responsible for the content and everything else contained on their own site. Merchants may be held legally liable for the contents of their site should the content contain any defamatory comments or material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner.
18.2 BizEzy is not responsible for the delivery or quality of any goods or services sold or advertised through the Merchant site.
18.3 BizEzy provides domain name registration and renewal services only as a value added service to active BizEzy stores client. It is merchant’s full responsibility to ensure their domain(s) is renewed on time. BizEzy does not guarantee successful renewal of domain(s) once the domains (.in / .com / .net / .biz etc) goes into the domain redemption period.
18.4 BizEzy and its licensors makes no other warranties or representations of any kind with respect to the BizEzy solution. No warranty is given that the BizEzy solution or technology is error-free. BizEzy and its licensors disclaim any warranty of title or any other warranties for any third party’s offering(s) or product(s).
18.5 BizEzy does not guarantee that its security procedures taken will prevent the loss of, alteration of, or improper access to your information. BizEzy and its licensors are in no way responsible for invalid destinations and transmission errors in, corruption of, or the security of your information carried over inter exchange carriers’, local exchange carriers, or other providers’ facilities.
18.6 The content (text and graphics) appearing on BizEzy website may include technical inaccuracies, typographical errors and out-of-date information; therefore you expressly assume all risk for such use of the BizEzy solution and technology.
18.7 BizEzy website may provide links to other websites or resources. You acknowledge and agree that BizEzy is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites and resources. You also agree that BizEzy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused or in connection with use of or reliance on any such content, goods or services available on such external third-party sites.
You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by BizEzy, in BizEzy’s sole discretion.
20.1 If any dispute arises between Licensee and BizEzy during Licensee's use of the software/services or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the Merchant User Agreement, the dispute shall be referred to a sole Arbitrator appointed by BizEzy. The Seat and Venue of arbitration shall be Chennai, India. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. All expenses with respect to Arbitrator fee and his expenses shall be borne by the Parties equally.
20.2 This agreement shall be governed by and construed according to the laws of India, without any reference to conflict of laws principles.
20.3 Subject to arbitration provided herein, Courts in Chennai shall have exclusive jurisdiction in respect of any disputes under this Agreement.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, Your Content, and Your listing and sale of products and services on Your Store.
You and BizEzy are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labour dispute, shortage of materials, fire, earthquake, flood or other natural calamities, failures in electric power or telecommunications services, strikes, lock outs or any other event beyond the control of the party.
This agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.