TERMS AND CONDITIONS FOR USE OF SERVICES ON ZOPPER PLATFORM

(Last updated on Jan 29, 2016)

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011, which require the publishing of the rules and regulations governing the use and access of the Platforms (defined below).

1.INTRODUCTION

1.1 These terms and conditions ("Terms and Conditions") and all applicable Policies (as defined below) which are herein incorporated by way of reference govern your rights and obligations as an User (defined below) of the Platform(s) (defined below) while accessing and using the Platform(s) and/or availing the services on the Platform, as may be rendered by Solvy Tech Solutions Private Limited, a company incorporated under the provisions of the (Indian) Companies Act, 1956, having its registered office at having its registered office at Level 2, Elegance Tower, Jasola District Centre, Mathura Road, New Delhi -110025 ("Company") through the Zopper application, mobile site i.e. [www.zopper.com] and/or the website i.e. [www.zopper.com] (hereinafter collectively referred to as the "Platform") to User from time to time. Any reference to "you" or "User" or "User's" in these Terms and Conditions, means you the User of the Platform, browsing and/or buying products listed by Sellers (defined below) on the Platform ("Products").

1.2 As a User, your access to and use of the Platform are conditional upon your acceptance of and continuous compliance with these Terms and Conditions at all times. By accessing, browsing and/or using the Platform and/or availing any of the services, you agree to be bound by these Terms and Conditions and all rules, guidelines, policies, terms and conditions applicable to the Platform of the Company ("Policies"), as may be modified by Company from time to time, which shall be deemed to be incorporated in these Terms and Conditions by reference, unconditionally and at all times. The Company shall have the sole right to change, modify, add or remove these Terms and Conditions or any of its Policies relating to the Platform, at any time without any prior written notice or intimation. It is hereby clarified that each User shall be responsible for reviewing the Terms and Conditions and Policies on the Platform periodically and keep themselves updated.

2.USER ELIGIBILITY

2.1The services on the Platform are only available to persons who are competent to enter into legally binding contracts under the Indian Contract Act, 1872 ("Contract Act"). Any person who shall be considered as incompetent to contract as per the provisions of the Contract Act including minors, un-discharged insolvents etc. are not eligible to use the Platform ("User"). Any person using the services on the Platform on behalf of a proprietor/ partnership/ firm/ company, represents and warrants that it is duly authorized by the User to accept the Terms and Conditions and the Policies and that such person has the authority to bind the User to these Terms and Conditions and the Policies.

3.SERVICES ON THE PLATFORM

3.1    The Platform is provided by the Company to its Users to buy Products listed on the Platform by various sellers registered with Company ("Seller"). It is hereby clarified that Company is not a party to any transaction between the Users of the Platform and the Seller of the Products and shall not be responsible in any manner whatsoever for any representations made by a Seller on the Platform.

4.TERMS OF USE OF THE PLATFORM

4.1 In the event the User wishes to be a registered user, he/she will be required to share personal details to access the Platform by registering on the Platform through creation of a unique user name and password ("Account"). You agree that you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your mobile to prevent unauthorized access to your Account when you use the Platform. You agree to accept responsibility for all activities that occur under your Account or password

4.2You hereby undertakes that you shall take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.

4.3It is hereby clarified that all Products listed by the Sellers and the content advertised are provided by the Sellers and are third party user generated content. The User agrees and acknowledges that it has had the opportunity to independently investigate, analyze and construe the business opportunity being offered under these Terms and Conditions

4.4 The User does hereby specifically agrees that it shall, at all times, comply with the requirements of the Information Technology Act, 2000 ("IT Act") as also rules, regulations, guidelines, bye laws and notifications made thereunder, [while assessing or feeding any information/data into the computers, computer systems or computer network of Company]. The User does further unequivocally declare that in case of any violation of any provisions of the IT Act and/or rules, regulations, guidelines, byelaws and notifications made thereunder, the User shall be solely responsible, at its sole cost and expenses for all acts, deeds and things and that the User alone shall be liable for civil and criminal liability there under or under any other law for the time being in force.

4.5 The User shall keep confidential, all information it receives by transacting on the Platform. Breach of this Section and terms of the Privacy Policy displayed on the Platform by a User will be considered a material breach and result in immediate discontinuation of the services provided by Company to such User. Breach of confidentiality provisions by a User shall cause immediate termination and appropriate legal action being initiated against such User by Company.

4.6The User acknowledges that it shall take all precautions as may be directed by Company to ensure that there is no breach of security and integrity of the Platform. Company shall not be responsible for any loss incurred by a User for a failed / incomplete transaction on the Platform.

4.7 The User acknowledges that Company has no connection or interest whatsoever in the business of the Seller or the Products marketed by such Sellers and Company does not in any manner take part in the business of the Seller, directly or indirectly and is not responsible for the Products provided by the Seller. The User hereby acknowledges that before placing an order for a Product the User has performed a diligence and background check of the Seller and is entering into the transaction being aware of the Terms and Conditions. The User further acknowledges that services being provided by Company on the Platform are being provided by it as an independent contractor, and Company is in no manner acting as an agent of either the Seller or of the third party service provider.

4.8The User acknowledges that the Platform shall provide information pertaining to other User's availing the services on the Platform and information pertaining to Company. The User hereby agrees that it shall not copy, modify or distribute or misuse any information provided on the Platform for its personal use or gain. The User acknowledges that Company is the sole and rightful owner of the Intellectual Property and the User agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property and not to associate the Intellectual Property with its own business, except for the purpose as specified in these Terms and Conditions. In this regard "Intellectual Property" shall mean any and all property in any name, signature, word, letter, numeral or any combination thereof, Trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets whether registered or not, belonging to Company.

4.9The User further acknowledges that Company may collect, transfer, store and use the information provided by such User on the Platform for the purpose of providing the services on the Platform.

4.10The User acknowledges that Company's liability with respect to the services on the Platform shall be limited and shall be as per these Terms and Conditions.

4.11The User agrees and confirms that the sole and exclusive responsibility and obligation of Company is to ensure that the services on the Platform are being provided in compliance of all applicable laws, rules and regulations.

4.12The User acknowledges that the services to the Platform may be interrupted while browsing, transacting, using or uploading information on the Platform. The User further agrees that Company reserves the right to suspend the services, forthwith without assigning any reason whatsoever, at the sole discretion of Company.

4.13The User agrees that, if it does not agree to the applicability of any of the Terms and Conditions and the Policies contained herein or other Policies on the Platform, then the only remedy a User shall have will be to not use the services and discontinue using its Account on the Platform. However till such time that the User uses the Platform and avails the services on the Platform shall be deemed that the User agrees to and shall continue to adhere and abide by the Terms and Conditions and the Policies.

4.14The User agrees and confirms that the payment gateway and, in the event the Sellers opts, logistic support services are being provided by Company on a best efforts basis with all efforts to keep these valid and subsisting. Company shall not in any manner be liable to a User for failure or delay in providing these services.

4.15A User will be required to provide a valid phone number in order to avail the services provided by Company on the Platform, including and not limited to placing orders for buying the Products. By registering their phone number with Company, the User consents to be contacted by Company via phone calls and/or SMS notifications, in case of any order or shipment or delivery related updates.

4.16The User undertakes and agrees not to host, display, upload, modify, publish, transmit, update or share any information that:
i.belongs to another person and to which a User does not have any right to;
ii. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
iii.Harm minors in any way;
iv.Infringes any patent, trademark, copyright or other proprietary rights;
v. violates any law for the time being in force;
vi.Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
vii.Impersonate another person;
viii. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
ix. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

5.MODE OF PAYMENT FOR PURCHASE OF PRODUCTS BY A USER

5.1A User buying a Product using the Platform may make the payment using any of the payment methods available on the Platform. By purchasing a Product using the Platform, the User authorizes Company or its authorized representatives to collect, process, facilitate and remit the payments to the Seller.

5.2By purchasing the Products using the Platform and authorizing Company to process the payment, the User agrees, accepts and understands that Company as part of its services is only a facilitator providing an electronic, automated online electronic payment, receiving payment through cash on delivery, collection and remittance facility for the sale and purchase of the Products.

5.3The User understands that by ordering a Product using the Platform, the User is entering into a binding agreement with the Seller to purchase the Product using the payment facilities available on the Platform.

6. DELIVERY OF PRODUCTS TO USERS

6.1You hereby acknowledge that the Seller has the option of delivering the Products within India on its own or availing delivery services rendered by the Company. The timelines for expected delivery of the Products shall be specified to you at the time of placing an order.

6.2Before shipping / delivering your order, the Seller may request the User to provide supporting documents (including but not limited to Government issued ID and address proof) to establish the ownership of the payment instrument used by you for your purchase. This is done in the interest of providing a safe online shopping environment to our Users.

6.3It is hereby clarified that in addition to the price of the Product, applicable delivery charges, as may be specified on the Platform may be payable by the User on account of delivery of the Product ("Delivery Charge"). The Delivery Charge shall be specifically indicated to you at the time of placing of order for Product or later or through any mode of communication.

6.4You acknowledge that the address provided for delivery of the Product shall be in India.

6.5You hereby agree that in the event any Product's delivery is delayed or is returned from its destination on account of any act and/or omission by you (e.g. providing the wrong name or address or other incorrect/misleading information), any additional costs incurred by the Seller or the Company for re-delivery of the Product(s) shall be borne by you.

6.624-hour delivery is a premium service which is free of cost (as of now), where products are delivered by partner retailers on best effort basis. There is no commitment and liability on part of Zopper in case of any delays. 24-hour delivery is not valid on products purchased on EMIs. Orders placed on seller's non-working days, will be fulfilled on Seller's next working day.

7.PRICING AND PROMOTIONAL DEALS

7.1The price mentioned at the time of ordering a Product shall be the price charged at the time of delivery, provided that a Product listed on the Platform will not be sold at a price higher than its MRP (Maximum Retail Price). You hereby acknowledge and agree that although the prices and availability of most of the Products do not fluctuate on a daily basis, the prices and availability for some of the commodities may change on a daily basis, without any prior notice.

7.2You hereby acknowledge that the price of any Product, as offered on the Platform, may not be the lowest in the city, region or geography.

7.3You further acknowledge and agree that pricing or typographical errors may occur on the Platform. Upon occurrence of such errors, the Company may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

7.4You hereby agree that the Company entitled to modify the price of a Product as updated by the Seller or because of a pricing error and contact you for further instructions using the e-mail address or telephone number or mobile number provided by you during the time of registration with Platform, or cancel the order and notify you of such cancellation in accordance with the Return and Cancellation Policy.

7.5You hereby acknowledge and agree that in addition to these Terms and Conditions, there may be additional terms and conditions associated and applicable on Products under specific offers, discounts, sales campaigns or promotional deals offered by the Seller or the Company from time to time. You further agree that the Company reserves the right to change/modify/add/delete any of the terms and conditions prevailing on the different promotional schemes (including but not limited to promo codes, discount vouchers and other types of vouchers) that the Company may introduce from time to time. Further, the Company may, at its discretion, withdraw a particular scheme from Platform, its website or market. To know more about our existing offers, please sign on to Platform or contact us at wecare@zopper.com.

8.SELLER EXCHANGE PROGRAM

8.1The Company may provide you the opportunity of participating in the seller exchange program, in the event the Seller has offered an option for exchange, in relation to a Product proposed to be purchased by you. You hereby acknowledge and agree that the exchange values, as offered on the Platform, are subject to change by the Seller and/or the Company from time to time. You further agree that you will be allowed to exercise your exchange option for only one time and such exchange options are restricted to fresh purchase of Products and same category of Products, as per the Company's sole discretion.

8.2You hereby acknowledge and agree that the delivery services in relation to the new Product, purchased upon exercise of exchange option, shall be provided as per the delivery details provided by you during placing of order for old Product. Please read the terms and conditions on the seller exchange program listed on the Product's page on the Platform.

9.INSTALLATION AND WARRANTY OF PRODUCTS

9.1You hereby agree that installation process and charges will vary depending on the Seller and the Product purchased by you. While in certain cases we or the seller will facilitate installation/demo service booking for you with the service partners or brands, in other cases, you will be required to contact the manufacturer directly to check for the availability of installation service in their location and avail the same. For further details on installation/demo, kindly refer to the Product page of the specific product you wish to buy.

9.2It hereby acknowledged by you that the manufacturer's warranty shall be provided in accordance with the terms of the warranty offered by the manufacturer in relation to a Product.

9.3Further, you acknowledge that the Company offers comprehensive paperless warranty program i.e. "Zopper Assure" - an E-warranty program which can be purchased by you at additional cost in accordance with the terms and conditions of the Zopper Assurance warranty. The Company further provides cover when the Product is out of brand warranty for a minimal cost, which reduces uncertainty with respect to cost of ownership of a Product. The terms and conditions of the Zopper Assurance Warranty shall be applicable which can be viewed by clicking on the following link: Zopper Assure warranty. For more information on "Zopper Assure" or warranty, please reach out to us at wecare@zopper.com.

10.RETURN

10.1You hereby acknowledge that the Company does not accept return of any Product purchased on the Platform.

10.2In the event of an intimation by the User in relation to delivery of a Product, which is found to be defective or damaged, within a period of 10 (Ten) days from the date of receipt of the Product, the Company shall on a best effort basis provide a replacement Product through the Seller. However, in the event the same Product is no longer available with the Seller, the Company shall use its best endeavor to have the Product repaired by the manufacturer, as per the terms of the manufacturer's warranty. It is not possible for us to support your return or replacement claims in any of these scenarios:
i.If a consumable item has been used or installed .
ii.If anything is missing from the package (including price tags, labels, freebies and accessories)
iii.If the return request is made outside the specified timeframe
iv.If the product is tampered with or is missing serial numbers
v.If the product is not in the same condition as received
vi.If the product's defect is covered under the manufacturer's warranty
User may be asked to provide information or documents through the platform in relation to the replacement of the defective or damaged product.

10.3It is hereby acknowledged that purchase of the Product shall be subject to the manufacturer's warranty.

11.CANCELLATION AND REFUNDS

11.1Any request for cancellation of an order shall be governed by the Refund and Cancellation Policy of the Platform.

12.REVIEWS, FEEDBACK, SUBMISSIONS

We encourage you to share your opinions, both favorable and unfavorable.

12.1 All reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered on the Platform or otherwise disclosed, submitted or offered in connection with use of Platform (collectively, the "Comments") shall be and remain the property of the Company. Such disclosure, submission or offer of any Comments shall constitute an assignment to the Company of all rights, titles and interests in all copyrights and other intellectual properties in the Comments.

12.2The Company will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way.

12.3You hereby agree that while writing reviews/feedbacks/submissions, you shall not violate any condition of our Terms and Conditions or any applicable policy and would not engage in the following:
(i)Writing a fake review, trading reviews with other businesses, or compensating someone or being compensated to write a review;
(ii)Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, and privacy right, right of publicity, or any other intellectual property or proprietary right;
(iii)Threaten, stalk, harm, or harass others, or promote bigotry or discrimination; promote a business or other commercial venture or event, or otherwise use the Platform for commercial purposes, except with a written permission from the Company;
(iv)Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Platform search results or any third party website;
(v)Solicit personal information from minors, or submit or transmit pornography; or violate any applicable law.

12.4You are, and shall remain, responsible for the content of any Comments you make and you agree to indemnify the Company and its affiliates against all claims, loss and liabilities resulting from any Comments you submit.

12.5Further, any reliance placed on Comments available on the Platform from a third party shall be at your sole risk and expense.

13.PRIVACY

13.1You hereby acknowledge that by agreeing to these Terms and Conditions, you shall be bound by the following policies of the Platform:
(i)The 'Privacy Policy' of the Platform, which can be viewed by clicking on the following link: Privacy Policy; and
(ii)The 'Cookie Policy' of the Platform, which can be viewed by clicking on the following link: Cookie Policy

14.INDEMNITY

14.1the User shall indemnify and hold harmless Company, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms and Conditions or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

14.2You hereby expressly release the Company or any of its affiliates or officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the vendors and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.

15.LIMITATION OF LIABILITY

15.1Notwithstanding anything stated under these Terms and Conditions and the Policies, in the unlikely and rare event, of Company liable to you, the aggregate liability of Company from any cause whatsoever shall not in any event exceed an amount equivalent to the payment made by you in relation to the transaction under which such claim has been made.

15.2NEITHER COMPANY NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE PLATFORM, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES BEYOND THE VALUE OF THE LAST TRANSACTION CARRIED OUT BY THE USER THROUGH THE PLATFORM.

16.DISCLAIMER OF WARRANTIES AND LIABILITIES

16.1It is hereby clarified that all Products or services made available to a User through the Platform are provided on an 'as is' and 'as available' basis, without any representations and warranties, express or implied by Company. Company does not make any representations pertaining to the information, content, Products or services included on or otherwise made available to a User through the Platform.

16.2Company and its licensees' may publicly display advertisements and other information adjacent to or included with your Content. The Company takes no warranties on the content of such advertisements. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. Here, "Content" means text, images, photos, audio, music, video, and all other forms of data or communication. "Your/User Content" means Content that you submit or transmit to, through, or in connection with the service, such as videos, commentary, ratings, reviews, invitations, messages, and information that you publicly display or displayed in your account profile.

16.3 Without prejudice to the forgoing paragraph, the Company does not warrant that:
(i) The Platform will be constantly available, or available at all; or
(ii) The information on the Platform is complete, true, accurate or non-misleading;
(iii) The services on the Platform will not be interrupted while browsing, transacting, using or uploading information on the Platform.

16.4The Company (as the case may be) will not be liable to you in any way or in relation to the contents of, or use of, or otherwise in connection with, the Platform. The Company (as the case may be) does not warrant that its site; information, content, materials, product (including software) or services included on or otherwise made available to you through the Platform; their servers; or electronic communication sent from us are free of viruses or other harmful components, despite our best efforts to prevent these incidents.

17.INTELLECTUAL PROPERTY

17.1Nothing contained herein shall authorize a User to use, display or exploit the intellectual property rights of Company without the prior written consent of Company.

17.2Content included on the Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company and is protected by India and international copyright, authors' rights and database right laws.

17.3The compilation of all the content on the Platform is the exclusive property of Company and is protected by laws of India and international copyright and database right laws. All software used on the Platform is the property of Company, its affiliates or its software suppliers and is protected by India and international copyright and author' rights laws.

17.4You shall not systematically extract/ or re-utilize parts of the contents of the Platform without Company's express written consent. In particular, you shall not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization of any substantial parts of the Platform, without Company's express written consent. You shall not create and/ or publish your own database that features substantial (eg: prices and product listings) parts of the Platform without Company's express written consent.

17.5You shall not use the trademark of the Company for commercially exploiting your interests without our express permission. We reserve our right to initiate legal proceedings if we discover any intellectual property right infringement or passing off.

17.6We respect the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, contact the customer care (details under Section19 of these Terms and Conditions, as below).

18.CONFIDENTIALITY

18.1The User, where applicable, shall keep all the information pertaining to the services including but not limited to the transactions on the Platform ("Confidential Information"), confidential and shall not be disclosed to any person other than its officers (to the extent necessary to consummate the transaction contemplated hereby) without the prior written consent of Company.

18.2Confidential Information shall mean all the information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by Company to a User whether before or after the date of these Terms and Conditions. The User, where applicable, shall not, during the pendency of these Terms and Conditions, or at any time after these Terms and Conditions and the Policies expire or terminate, divulge or use any Confidential Information for the benefit of any other person, corporation, partnership, proprietorship, association, or other entity, nor will the User, directly or indirectly permit the disclosure of any Confidential Information or aid any third party to imitate any Confidential Information.

19.CUSTOMER CARE

In accordance with IT Act and rules made there under, the name and contact details of the customer care are provided below:

wecare@zopper.com

In this regard, please note that our customer care may be contacted by you for any grievance that you may have while using the services of the Platform.

20.TERMINATION

Company may terminate these Terms and Conditions and the Policies and/or the services on the Platform for any reason including for reasons of breach of these Terms and Conditions, the Terms of Use or any of the Policies on the Platform. The User's sole right to terminate these Terms and Conditions and the Policies is by not using the Platform and deleting its Account with Company.

21.CONSEQUENCES OF TERMINATION

Termination shall not affect any liabilities incurred by a User prior to the termination or for acts performed during the pendency of these Terms and Conditions and the Policies which may result in a dispute post-termination of these Terms and Conditions, nor any provision expressed to survive or to be effective on termination and the obligations set out in this Section shall remain in full force and effect notwithstanding termination.

22.GENERAL PROVISIONS

22.1 No agency: These Terms and Conditions and Policies constitute a principal-to-principal relationship between Company and the User and do not attempt to create any employee-employer or agency relationship. The services are being rendered by Company as an independent entity and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between Company and the User hereto or any affiliates or subsidiaries thereof or to provide either Company or the User with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party, i.e. either Company or the User.

22.2Assignments: Company may assign, in whole or in part, the benefits or obligations of these Terms and Conditions and the Policies to its associate's of affiliates of other group company, or any other company, in circumstances including but not limited to pursuant to a restructuring or re-organization or demerger of its organization or operations causing a change in management or something of the nature. Company shall not require approval or consent of the User, it can at its discretion provide an intimation of such assignment to the User. However, the User shall not assign, in whole or in part, the benefits or obligations of these Terms and Conditions, without the prior written permission of Company.

22.3Force Majeure: Company shall not be liable for its failure to perform under these Terms and Conditions and the Policies as a result of occurrence of any force majeure events like acts of God, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments, change in laws, rules and regulations, affecting the performance of Company, payment gateways or the logistic support partner.

22.4Governing Law: Settlement of Disputes and Jurisdiction: Any dispute or claim relating to it, its enforceability or its termination under these Terms and Conditions and the Policies shall be governed by the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by Company. The arbitration proceedings shall be held in English language at New Delhi. The courts at Delhi shall have exclusive jurisdiction over any disputes relating to the subject matter herein.

22.5Waiver: Unless otherwise expressly stated, failure to exercise or delay in exercising a right or remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy

22.6Survival of Provisions: The terms and provisions of these Terms and Conditions, by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive termination.

22.7Severability: If any provision, hereunder becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

22.8Non Solicitation: The User warrants that it shall not directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract of services with any person employed by Company.

22.9Non-Exclusivity: It is agreed and clarified that the arrangement set out by these Terms and Conditions and the Policies between Company and the User is on a non-exclusive basis.

22.10Notices: All notices, requests, demands, waivers and other communications required or permitted to be given hereunder shall be [wecare@zopper.com], if to Company, if to User, it shall be to the address registered with Company.

22.11Amendment: These Terms and Conditions and Policies may be varied, amended or modified by Company at any time. The last amended version shall be available on the Platform at all times.