a. "We", "Us", "Our", "Platform", "Shapefy", shall mean the Platform and/or the Company, depending on the context;
c. "You", "Your" or "User" shall mean any natural or legal person who has agreed to become a user of the Platform by signing up to the Platform. The Platform also provides certain services without registration/acceptance, including without limitation, browsing the Platform, and such usage of the Platform/provision of services does not absolve you of this contractual relationship.
d. "Services" shall mean and refer to all the services, including but not limited to, 3D Printing Service, 3D Design Service, which are provided by Shapefy on the Platform and which a User can avail from Shapefy, on the Platform;
e. "Buyer" shall mean any User who shall utilize the Platform to request and avail the Services from Shapefy;
f. "Third Party" shall mean and refer to any legal entity or person apart from the Company and the User/Buyer;
g. "Service Contract" shall mean a contract between a Buyer and Shapefy, for a particular project or set of ongoing tasks, for which a Buyer has made payment to Shapefy and Shapefy has agreed to provide the Services to the Buyer;
h. "Content" means text, graphics, images, drawings, music, software, 3D models, audio, video, information or other materials;
i. "Enquiry" shall mean the submission of project requirements by a Buyer to Shapefy, before placing an Order and availing the Services from Shapefy and which Enquiry shall be specifically designated by an Enquiry number generated by the Platform;
j. "Order" shall mean availing of the Services by a Buyer on Shapefy, by making payment to Shapefy and which Order shall be specifically designated by an Order number generated by the Platform;
k. "Active Order" shall mean an Order on Shapefy for which the Buyer has made payment (either partial or in whole) and the Order has not yet been completed on the Platform;
l. "Tax" or "Taxes" shall mean goods and services taxes (GST), excise duties, custom duties, fees that Shapefy may be required by law to collect and remit to government authorities, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes;
m. "Domestic Order" shall mean any Order where the Buyer is located within India and the payment has been received by Shapefy in Indian Rupees only;
n. "International Order" shall mean an Order where the Buyer is located outside India and the payment has been received by Shapefy in convertible foreign currency only;
o. "Effective Date" shall mean the date on which the Users start accessing and using the Platform;
p. "Party" & "Parties" shall respectively be used to refer to a User and the Company/Platform individually and collectively, as the context so requires.
2 ABOUT THE PLATFORM
The Platform is a venue where Buyers can purchase goods / avail various Services, including but not limited to, 3D Printing Service and 3D Design Service, from Shapefy. The Platform has been created for Shapefy's Buyers to help them easily and conveniently place their Enquiries and Orders with Shapefy while also enabling them to track the progress of their Orders on the Platform itself.
a. The User represents and warrants that he/she is competent and eligible to enter into legally binding agreements and that he/she has the requisite authority to bind himself/herself to these Terms, as determined solely by the provisions of the Indian Contract Act, 1872. The User may not use the Platform if he/she is not competent to contract under the Indian Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule or regulation currently in force.
b. If you are accessing the Platform from outside the territory of India, then you must be competent to contract as per the local laws of your location.
Shapefy takes care and tries to ensure that the information available on the Platform to its Users is authentic and accurate. However, you understand and agree that Shapefy is not responsible for any other Party's Content or any kind of information belonging to a Third Party, made available to Users on the Platform. All information provided by Buyers, including their project information, are self-declared and may not be verified by the Company/Platform and you acknowledge and agree that your submission and use of all such Content shall be at your own risk and Shapefy is not responsible for any kind of damages you or any other Party might suffer due to your Content.
All the various Content on the Platform are the property of the respective owners or their licensors. Shapefy claims no ownership rights over any of the Content, including their project information, submitted by the Users on Shapefy.
Please go through our Intellectual Property Policy section to get a better understanding of the policies that are applicable with respect to Your Content on Shapefy.
5 MODE OF OPERATION
a. User Queries: Users may interact with Shapefy before placing an Enquiry or an Order with them. While Shapefy tries to ensure that the Enquiries and any other general queries related to the Services are resolved and replied to at the earliest, it cannot guarantee that the User will get a reply for their communications posted on the Platform.
b. Your Project Content:
• You are encouraged to provide as much details as may be possible with respect to your projects, at the time of submitting your Enquiries to Shapefy. You may be restricted from submitting your Enquiries on the Platform unless all the requisite details have been provided by you. You understand and agree that you may also be asked for more information by Shapefy even after you have successfully submitted your Enquiry and that Shapefy may not be in a position to provide you with an accurate quotation until and unless you provide all the necessary details.
• Buyers of 3D Printing Services understand and agree that Shapefy may be unable to provide them with a quotation if we discover that the 3D model supplied to us is non-3D printable due to errors/flaws in the 3D model. For such cases, Shapefy may a) repair the 3D model and fix errors for successful printing b) ask the Buyer to submit a model which is error-free c) get the 3D model fixed by one of Shapefy's suppliers d) in extreme cases, even cancel the Enquiry.
The Buyer shall grant his/her permissions to Shapefy to repair the 3D model and to fix any errors, so that Shapefy can provide the Buyer a correct quotation and also proceed to print the 3D model in an error-free manner, if the Buyer decides to avail the Services.
c. Receiving Quotations:
Buyers understand and acknowledge that Shapefy is under no obligation to offer the Services to a Buyer but if we choose to send a quotation to the Buyer for an Enquiry received, then it is understood by the Buyer that Shapefy is interested in rendering their Services to the Buyer. The Buyer may then avail the Services from Shapefy by making payments against the quotation either immediately or sometime later.
A few considerations for the Buyer that arise in case he/she decides to make payment at a later date :
• The Buyer understands and agrees that the quotation that is received from Shapefy is bound by time and that it may not be valid beyond a certain period of time. If the validity period of the quotation is expressly mentioned by Shapefy, then the onus is on the Buyer to ascertain the validity of the quotation with Shapefy, beyond the expiry date, before the Buyer makes any payments to Shapefy against the quotation;
• The Buyer also understands and agrees that the Services and facilities of Shapefy may be unavailable, for various reasons, to start the project immediately, upon receiving the Buyer's Order confirmation and that the onus is on the Buyer to check the availability of the Services, through proper communications with Shapefy on the platform, before the Buyer makes any payments to Shapefy against the quotation.
d. Before making payments against a quotation received from Shapefy, the Buyer is responsible for a few actions on his/her part:
i. Confirmation of the final project details as per the Buyer's requirements (which may be either the original or the modified requirements);
ii. ii. Understanding and agreeing to all the policies of Shapefy with respect to the Services being availed;
iii. Understanding and agreeing to all the additional project terms, if any;
iv. Ensuring that the Buyer is paying only for those Services that he/she may have requested as part of the Enquiry and which Shapefy has agreed to provide to the Buyer;
e. Enquiry Cancellations: If there is no active participation from the Buyer in the Enquiry, for a continuous period of 30 days, then the Enquiry shall get cancelled automatically on the Platform.
6 PRICING POLICY
Pricing of the Services is Shapefy's responsibility and Shapefy takes care to always ensure transparency and clarity in the prices submitted to Buyers. Buyers acknowledge and agree that, post payment to Shapefy for a project / Order, the prices for a project are fixed permanently and cannot be re-negotiated by any Party.
• Shapefy undertakes only "fixed-price" projects and will not submit time-based, variable charges to Buyers. In order to receive a fixed-price quotation from Shapefy, Buyers acknowledge and agree that they will not be able to place an Enquiry for their projects unless they provide all the mandatory information related to their requirements. Buyers understand and agree that the more details of their projects they provide, the more clarity and transparency there shall be in any ensuing transactions between Shapefy and them.
• Also, the prices of your Orders shall not be altered by anyone unless and until you make modifications or additions to your project requirements on the Platform and such changes result in a price alteration which is mutually agreed to, in written, by both you and Shapefy, on the Platform.
• Users understand that Shapefy takes all necessary measures to ensure that there are no errors / discrepancies in the prices displayed on the Platform. However, some errors or inconsistencies may arise in the displayed prices owing to system/software errors on the Platform, which Shapefy shall rectify, whenever such errors arise.
• The Company and the Platform has the authority to set the minimum and maximum levels of transaction charges for all Orders that are placed on the Platform so as to protect the interests of all its Users and to ensure compliance with all related Government regulations.
7 PAYMENTS AND INVOICING
Buyers understand and agree that they will not be able to place an Order for their projects until and unless they make the required payments on the Platform. It is the responsibility of the Buyer to honour all their payment obligations with respect to an Order, as and when such obligations arise. Buyers also understand and agree that until an Order is created on Shapefy for their project, Shapefy shall not begin work on their project.
MODE OF PAYMENT
To place a valid Order on the Platform, the Buyer is required to make payment to Shapefy, either wholly or partially, as per the payment terms of Shapefy, for the Services opted for.
• Buyers shall make all payments relating to, or in any way connected with, an Order either through the payment facilities provided on the Platform or directly through NEFT / IMPS modes of transfer.
• Shapefy may change or add such Third-Party payment processors, anytime, on the Platform;
• You agree and authorize Shapefy to deduct from Your Credit Card account any amount that is due on your behalf for the Services availed through the Platform.
• All Users acknowledge and agree that Shapefy shall not be held responsible for failures or any kind of errors in the processing of your payments by such Third-Party payment Service Providers. Also, Shapefy will not be responsible for any financial losses to you arising out of the payment processing on the Platform. However, on a best-effort basis, Shapefy shall assist its Buyers to resolve and rectify such errors in a timely manner, as and when they arise.
All Users acknowledge and agree that:
a. Unless explicitly mentioned on the Platform before Buyers proceed to make payments for the Services, Buyers shall be required to pay the entire amount payable towards an Order at the time of placing the Order with Shapefy;
b. Order Values on Shapefy shall be inclusive of all taxes, cesses, surcharges, etc., whenever applicable, and you shall be responsible for paying all such applicable taxes, cesses, surcharges, etc. Levied by Shapefy for the Services to You on Shapefy;
c. Buyers can make payment on the Platform only in currencies subject to the list of currencies mentioned in Annexure A.
-> For Domestic Orders, all payments shall compulsorily be in Indian Rupees only;
-> For International Orders, payments shall be in foreign currency only, subject to the list of acceptable foreign currencies mentioned in Annexure A.
d. Shapefy cannot control any fees that may be charged to you by your bank in relation to Shapefy's receiving of the Order payments, and Shapefy disclaims all liability in this regard;
e. Shapefy will not be liable for any losses, damages, interests or claims resulting from unsuccessful transactions or any delays in the processing of a transaction. However, Shapefy will take all necessary steps to rectify any payment processing errors that Shapefy becomes aware of;
f. Buyers shall be solely responsible for compliance with all applicable laws including those in India for making payments to Shapefy;
g. Shapefy reserves the sole right to modify the payment terms on Shapefy at any time. However, such changes, if and when implemented, shall not be applicable to your Orders on Shapefy which are in an 'Active' or an open status;
• You must compulsorily provide a foreign billing address and make your payments in foreign currency only.
• If you are using any other currency to pay, other than the acceptable currencies mentioned in Annexure A, you acknowledge and agree that some conversion charges may be applied by the Third-Party payment processors or your financial institution and in such cases and you agree to bear such currency conversion charges. You also acknowledge that Shapefy has no control over the applicable currency conversion rates as well as the conversion fees charged by your financial institution or the Third-Party payment processors;
• Upon the successful completion of an Order with Shapefy, the Buyer shall be provided with an invoice by Shapefy. A copy of the invoice shall be made available to the Buyer on the platform and / or through email;
• By default, all taxes, whenever applicable, shall be shown separately on all your invoices.
• For Domestic Orders, the invoices shall always be in Indian Rupees only whereas for International Orders, the invoices shall always be in foreign currency only, subject to the list of acceptable currencies mentioned in Annexure A.
• If Buyers require their tax registration numbers to be included in their invoices for their tax related purposes, then it is solely the Buyer's responsibility to submit all such information as part of their account details on the Platform.
• All Users acknowledge and agree that Shapefy shall not be held responsible if Users provide incorrect, false, invalid, misleading information on the Platform, which is to be included by Shapefy in their invoices
8 SERVICE CONTRACTS
As a Buyer on Shapefy, you understand and agree that when you avail any Service for your projects by successfully making payment to Shapefy, you are entering into a contract (Service Contract) with Shapefy, for the respective project. Both you as well as Shapefy shall be bound by the terms and conditions of the Service Contracts, as and when such contracts are established.
COMPOSITION OF THE SERVICE CONTRACTS
i. All the final project details which include all Buyer-supplied project information and any modifications, alterations and additions to the project details on the Platform by the Buyer;
ii. The quotation provided by Shapefy against which the Buyer has made payment, either partial or complete, on Shapefy;
iii. All payment terms with respect to the Services being availed by the Buyer and which the Buyer must strictly adhere to always;
iv. The estimated project duration which has been mutually agreed to, by both the Buyer and Shapefy;
v. The Policies of Shapefy with respect to the Services being availed by the Buyer and also all additional Project Terms, if any, stated by Shapefy and which have been mutually agreed to by both the Buyer and Shapefy;
vi. All communications on the Platform between the Buyer and Shapefy for the project, either before or after the Buyer makes payment and places an Order on the Platform;
vii. Any and all additional terms that the Buyer and Shapefy may agree to, on the Platform only, for the project, even if such terms are materially different from the Original terms of the Service Contract.
You also agree that Shapefy may send you notifications related to (i) processing your Enquiries (ii) processing your Orders (iii) obtaining your Feedback for your use of our Services (iv) your account activity on Shapefy.
You may also be contacted by Third Parties with whom we have entered into a contract in furtherance of our rights, duties and obligations under this document and other policies followed by us. Such contact shall be made only in pursuance of such objectives and services and no other calls shall be made.
10 USER FEEDBACK AND REVIEWS
a. We welcome your suggestions and comments, your honest feedback and reviews regarding your experience using the Platform and Shapefy's Services. Any comments, ideas, suggestions, initiation, or any other content you contribute to the Platform or to the Company (including the name you submit with any content) will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for us to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display worldwide, or act on such content, without additional approval or consideration, in any , media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary.
b. You shall adhere to the following terms at all times while submitting or posting any Content on the Platform:
i. No obscene, vulgar, lewd or offensive content will be shared;
ii. No plagiarized content will be shared;
iii. No racist, misleading, defamatory or offensive content shall be shared on the website which has the capacity to hurt or harm another party;
Transactions on the Platform are secure and protected. Any information entered by the User when transacting on the Platform is encrypted by the Payment Processor to protect the User against unintentional disclosure to third parties. The User's credit and debit card or net banking information is not received, stored by or retained by the Platform in any manner. This information is supplied by the User directly to the relevant Payment Processor which is authorized to handle the information provided, and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.
The User takes full responsibility for payment of all taxes and statutory levies (if applicable) that are levied or arise in the course of use of the Platform and availing the Services.
13 USER'S OBLIGATIONS
The User undertakes to fulfil the following obligations. Failure to satisfy any of these obligations gives us the right to permanently suspend your account and/or claim damages for any losses that accrue to us or additional costs that may be imposed on us.
i. You hereby certify that you are at least 18years of age;
ii. You hereby agree to provide genuine credentials during the process of registration for the Platform. You agree to ensure the email address and phone number provided in your account registration is valid at all times and shall keep your contact information accurate, authentic and up-to-date;
iii. You will not use a fictitious identity or impersonate any person or entity to register on the Website. Moreover, you will not disseminate any information through the Platform (your user account information, communications, etc.) that is false, inaccurate, unprofessional, inappropriate, objectionable or misleading to Users on Shapefy;
iv. You will not register for more than one account on Shapefy or register for an account on behalf of an individual or business entity other than yourself (or unless you are authorized by the business entity);
v. You agree that it is you who is responsible for the privacy, safety and confidentiality of your account. You will not share your password with anyone and you will be responsible in case somebody else gains access to your password;
vi. You will not act in an unlawful, obscene, discriminatory, dishonest, unprofessional or otherwise objectionable manner;
vii. You agree to comply with all local, state, national international laws and regulations and Tax obligations governing the use of the Website, including, without limitation to, any usage rules set forth in these Terms;
viii. The Platform must not be used by you for any kind of criminal, illegal activity, or any kind of fraudulent activity;
ix. You will not bypass, override, impair, tamper with any security measures, checks and features of the Website or even access to any such measures and features of the Website;
x. You will not use the Platform in any manner or engage in any activity that may impair, overburden, damage, disrupt, disable or otherwise compromise (i) the Platform or any linked websites; (ii) any other Party's use and enjoyment of the Platform; or (iii) the Services and products of any Third Party on the Platform;
xi. You will not post or use our Platform in connection with unsolicited or unauthorized advertisements, junk/spam email or any other form of unauthorized solicitation;
xii. You will not submit, upload or distribute any Content that a) contains explicit profanity, violence, nudity, sexually suggestive content, illegal, offensive, false, misleading and defamatory materials b) contains viruses, corrupted files, harmful code or any other similar software, programs or technology that may interfere with, compromise or damage the operation of the Platform;
xiii. You will not collect, cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information (including all Service Profiles), feature or software obtained from the Platform or even access to the Platform, for any purpose except those which are expressly permitted by these Terms, without the prior permission of Shapefy;
xiv. You will not access (or attempt to access) the Platform and/or the Platform Services by any means other than through the interface that is provided by the Platform. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform is prohibited;
xv. You will not use the Platform in any way that otherwise violates the privacy rights of Shapefy, users of the Platform or any other Third Party; You will not collect, store, distribute, post, any personal information about any user other than for the purpose of availing or rendering your Services on Shapefy;
xvi. You will not infringe, misappropriate or violate the rights of any person or entity, including but not limited to, their intellectual property or any other proprietary rights, privacy rights, etc;
xvii. You shall be responsible for all electronic communications and Content sent by you to Shapefy or posted/uploaded by You on the Platform;
xviii. You will not violate any part of the Intellectual Property Policy set forth by Shapefy, as part of these Terms, for all its Users;
xix. It is expected that Buyers will always honour the Service Contract they enter into for any project on Shapefy;
xx. Buyers will respond promptly to all communications with and requests for information from Shapefy;
xxi. You agree to make no representations or warranties or enter into any contracts on behalf of Shapefy. Furthermore, you will not make any kind of representations, implied or expressly, that you are endorsed or affiliated with Shapefy;
xxii. You recognize, acknowledge and agree that you are not an employee of Shapefy and that Shapefy does not, in any way, supervise, direct, or control your work or Services;
xxiii. You will not deal (purchase, sell, produce, procure, etc.) with any illegal or prohibited goods and Services on Shapefy. For the list of prohibited goods and services on Shapefy, please refer Annexure B;
xxiv. All Users are to comply with all laws applicable to them or to their activities, and with all posted terms and conditions stated in these Terms. These Terms may be modified from time to time at Shapefy's discretion, and the currently effective terms and conditions will be deemed to be part of these Terms;
14 OBLIGATIONS OF SHAPEFY
a. Shapefy shall reasonably maintain the Platform and Platform Services and shall on reasonable efforts basis provide support for its Services and other services and products comprising Shapefy's business;
b. Shapefy shall ensure that it has or procures adequate technology as necessary to maintain the Platform
c. Shapefy shall reasonably maintain the registration of the domain name in relation to the Platform during the term of its Platform Services at its own cost, free from any and all encumbrances, including encumbrances which may lead to any adverse effect on Shapefy's registration of the domain name or its use of the Platform;
d. Shapefy shall reasonably maintain appropriate contracts with Payment Processors or any other Third Party so as to process payments to and from Users and to generally provide Payment Facilitation Services on Shapefy; Shapefy shall comply with all applicable laws and regulations with regards to the same;
e. Shapefy shall honour its obligations and duties under the Service Contracts it enters into with its Buyers;
f. Collection and duly discharge of all Taxes applicable to Shapefy and all other legal and government obligations and responsibilities with regard to the same;
g. Shapefy shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under these Terms.
15 INTELLECTUAL PROPERTY RIGHTS
Please go through our Intellectual Property Rights carefully since it is an integral part of these Terms. It is where you will find all information related to the rights and ownership of
a. Your Content on the Platform;
b. Shapefy's Content; and
c. All Your project related information on the Platform.
a. Confidential Information shall mean any information disclosed by the Buyer on the Platform, related to the Buyer's project. However, Confidential Information shall not include information that:
i. is now or subsequently becomes publicly known through no wrongful act or omission of Shapefy or anyone to whom it discloses such information;
ii. Shapefy can demonstrate by its written records to have had rightfully in its possession, without any obligation of confidentiality;
iii. Shapefy can demonstrate by its written records to have been independently developed.
b. Shapefy acknowledges that certain information disclosed by a Buyer may be confidential and, if so, must be protected. Shapefy shall use the Confidential Information solely for and in connection with the purpose of providing its Services to the Buyer. All Confidential Information and its embodiments and derivatives shall remain the sole and exclusive property of the Buyer or its licensors;
c. Buyers acknowledge and agree that Shapefy may disclose the Confidential information only to its employees, affiliates, agents, contractors on a need-to-know basis in order to provide its Services to the Buyer and to complete the project and only if such employees, affiliates, agents or contractors have executed similar written non-disclosure agreements with Shapefy;
d. If the Buyer wishes to enter into a formal Non-Disclosure Agreement with Shapefy for their projects with Shapefy, then the Buyer shall make use of the Non-Disclosure Agreement template provided to them by Shapefy;
17 REPRESENTATIONS AND DISCLAIMER OF WARRANTIES
a. Except as otherwise expressly stated on the Platform, all Services offered on the Platform are offered on an "as is" basis without any warranty whatsoever, either express or implied;
b. The User agrees and undertakes that he/she is accessing the Platform and transacting at his/her sole risk and are that he/she is using his/her best and prudent judgment before purchasing any Product or availing any Service on the Platform, or accessing/using any information displayed thereon;
c. Shapefy accepts no liability for any errors or omissions, whether on behalf of itself or any Third Parties, or for any damage caused to the User, the User's belongings, or any Third Party, resulting from the use or misuse of any Product purchased or Service availed of by the User from the Platform;
d. The User agrees that any kind of information, resources, activities, recommendations obtained/availed from website/application, written or oral, will not create any warranty and the Platform disclaims all liabilities resulting from these;
e. Shapefy does not guarantee that the functions and Services provided through and by the Platform will be uninterrupted or error-free, or that the Platform or its server will be free of Internet delays, viruses or other harmful components, and the User hereby expressly accepts any and all associated risks involved with the User's use of the Platform;
f. Shapefy may avail services from Third Parties to serve you better and these services will be provided on "as is" basis and Shapefy disclaims any liabilities resulting from these Third Parties' services;
g. The Users understand and agree that the Platform may not be able to store and make accessible to the Users, for an indefinite period of time, their project related information and history, on the Platform. Users are advised to keep a copy of their project information, accessible to them on the Platform, with themselves, as and when such project related information becomes available to them, for their future reference and use;
h. It is further agreed to by the Parties that the contents of this Section shall survive any termination or expiry of the Terms and/or Policy.
18 LIMITATION OF LIABILITY
a. In no event, including but not limited to negligence, shall Shapefy, or any of its directors, officers, employees, agents, contractors, third party partners, licensors or service providers be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use the Platform, the Services, User's Content, lost revenues or lost business.
b. The Platform accepts no liability for any errors or omissions, whether on behalf of itself or Third Parties, or for any damage caused to the User, the User's belongings, or any Third Party, resulting from the use or misuse of the Platform or any product purchased or Service availed of by the User through the Platform. The Services and any content or material displayed on the Platform is provided without any guarantees, conditions or warranties as to its accuracy, suitability, completeness or reliability. The Platform will not be liable to you for the unavailability or failure of the Platform.
19 GEOGRAPHICAL EXTENT
a. The Platform can be used in all countries worldwide. We make no representation that materials or Content available through our Platform is appropriate or available for use in all countries worldwide.
b. If you access or use the Platform from a country or location where it is not appropriate or available, you are solely responsible for compliance with all necessary laws and regulations for use of the Platform.
Shapefy may provide links on its Platform to certain other websites, which belong to Third Parties. You acknowledge and agree that Shapefy is not responsible or liable for your use of any such websites in any manner. Neither does Shapefy take any kind of responsibility or liability for the accuracy, content, actions, products and services of any such websites and Third-Parties.
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until the User continues to access and use the Platform for any purpose whatsoever.
A User may terminate his/her use of the Platform at any time. However, the User shall continue to be bound by these Terms, and it is expressly agreed to by the Parties that the User shall not have the right to terminate these Terms till the expiry of any transaction or Service Contract that the User has agreed to be a part of, through the Platform.
The Company/Platform reserves the right, in its sole discretion, to unilaterally terminate a User's access to the Platform, or any portion thereof, at any time, without notice or cause. Such suspension or termination shall not limit our right to take any other action against you that we consider appropriate.
In the event of termination, you cannot access your account or even use the Platform for any purpose. Any refund or cancellation requests shall be subject to the Refund and Cancellation Policy on the Platform.
Termination of this Agreement shall not relieve any Party of any of its obligations or liabilities and shall not affect the rights and remedies of a Party, which have accrued prior to the date of termination.
You understand that the Platform is under no obligation to return (or delete) any Content that you submitted on the Platform, after termination. All sections relating to limitation of liability, intellectual property rights and complaints, indemnification and dispute resolution shall continue to remain in full force and effect indefinitely, even after any termination of these Terms.
23 AMENDMENTS AND MODIFICATIONS
a. Shapefy may amend these Terms, including all attached annexures, Policies at any time by posting a revised version on the Platform. Shapefy reserves the right, at its sole discretion, to do so.
b. We may modify, replace, refuse access to, suspend or discontinue the Services,partially or entirely, for you or for all Users at any time and in our sole discretion. These changes shall become effective upon providing a notice of the same to you via email/ the home screen of the Platform.
i. Your use of the Platform for any purpose whatsoever;
ii. Any Content you provide, which includes your communications;
iii. Your violation of these Terms and Conditions;
iv. Your violation of any rights of another;
v. Non-adherence to the terms of the Service Contract by you, whenever such an agreement comes into existence;
vi. Your conduct in connection with the Platform;
vii. All your legal and government obligations and responsibilities; or
viii. Any products or Services purchased or obtained by you in connection with the platform.
b. You agree to fully cooperate in indemnifying us at your expense. You also agree not to reach a settlement with any Third Party without our consent.
25 DISPUTES ARISING OUT OF THIS AGREEMENT
a. All disputes involving but not limited to rights conferred, compensation, refunds, obligations or other disputes and claims in connection with a User's use of the Platform Services (or breach thereof) will be resolved through a two-step Alternate Dispute Resolution mechanism.
i. Stage 1: Mediation. In case of a dispute, the Parties shall first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of any such mediation equally.
ii. Stage 2: Arbitration. If the Parties are unable to settle the dispute within 30 days it shall be referred to and finally resolved by arbitration, which shall be governed the Indian Arbitration and Conciliation Act, 1996. The Arbitration proceedings shall be presided over by a Sole Arbitrator, to be appointed by the Company. The arbitration shall take place in the city of Bangalore, Karnataka and shall be conducted in English. The award as the outcome of the arbitration is final and binding on both parties.
b. In the event of the dispute resolution mechanism failing, the matter shall be governed by the law, rules and regulations of Bangalore, Karnataka, India. The exclusive jurisdiction and venue for actions and disputes mentioned above shall be the courts located in Bangalore, Karnataka, India, and both Parties hereby submit to the personal jurisdiction of such courts.
27 MISCELLANEOUS PROVISIONS
a. Entire Agreement: The terms and conditions set forth in these Terms, including all attached annexures, Policies, shall constitute the entire Agreement between You and Shapefy. Notwithstanding the foregoing, the Users shall always remain subject to the terms and conditions of this Agreement. This Agreement shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between you and Shapefy.
b. Waiver: The failure of either Party at any time to require performance of any provision of these Terms in no manner shall affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of these Terms.
c. Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such a case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the Parties hereto, as expressed herein.
Any and all communication relating to any dispute or grievance experienced by the User may be communicated to the Company by the User reducing the same to writing, and sending the same to the registered office of the Company by Registered Post, or by sending an email to email@example.com.