Terms of Use

This Terms of Use document (“TOS”) is a legal agreement between you, the end user (“You”/“Your”), and Xtreme Ecommerce, the owner of all intellectual property rights in the cloud-based business inventory platform titled “Xtreme Ecommerce” (“Platform”). The TOS describes the terms on which Xtreme Ecommerce offers access to the Platform and the Services (defined below) to all end users. PLEASE READ THE TOS CAREFULLY. YOUR ACCEPTANCE OF THIS TOS AND USE OF THE PLATFORM SHALL SIGNIFY YOUR ACCEPTANCE OF THE TOS, THE PRIVACY POLICY AVAILABLE AT Privacy policy, AND THE OTHER WEBSITE POLICIES AS WELL AS YOUR AGREEMENT TO BE LEGALLY BOUND BY THE SAME. This is a legally binding agreement and is enforceable against You. Xtreme Ecommerce may modify the terms of the TOS at any time and shall inform You of the same. You will be deemed to have accepted the revised TOS if You continue to access the Platform after the modifications become effective. If You do not agree to the terms of this TOS, please do not access or use the Platform. The following are the terms and conditions on which Xtreme Ecommerce agrees to permit You to access and use the Platform and the Services.

Registration

In order to access and use the Platform, You will be required to register Yourself and maintain a Xtreme Ecommerce account (“Account”) which will require You to furnish to Xtreme Ecommerce, certain information and details, including Your name, e-mail id, and any other information deemed necessary by Xtreme Ecommerce (“Account Information”). You agree to keep this information updated at all times. You shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through Your Account. Xtreme Ecommerce and its affiliates / partners are not liable for any harm caused by, or related to the theft of, Your ID, Your disclosure of Your Account Information, or Your authorization to allow another person to access and use the Service using Your Account. However, You may be liable to Xtreme Ecommerce and its affiliates / partners for the losses caused to them due to such unauthorized use.

Account Dos and Don’ts: You agree to abide by the following dos and don’ts for registering and maintaining the security of Your Account.

You agree to immediately notify Unicommerce of any unauthorized use of Your account or any other breach of security known to You. In order to ensure that Xtreme Ecommerce is able to provide high quality services, respond to customer needs, and comply with laws, You hereby consent to let Xtreme eCommerce’s employees and agents access Your Account and records on a case-to-case basis to investigate complaints or other allegations or suspected abuse. Additionally, You agree to disclose to Xtreme Ecommerce, and permit Xtreme eCommerceto use, Your login ID, password and such other account details with respect to Your account(s) with e-commerce websites/platforms, for the limited purpose of resolving technical problems. You also grant Xtreme Ecommerce the right to disclose to its affiliates / partners / third parties Your Account Information to the extent necessary for the purpose of rendering the Services.

Scope of Services

Xtreme Ecommerce hereby grants You a specific, non-exclusive, non-transferrable and limited license to access and use the Platform (which is public cloud hosted order and/or warehouse management application) via the internet, and avail of the services provided by the Platform with respect to warehouse management (“Services”). Xtreme Ecommerce reserves the right to make changes to the functionality or the documentation of the Platform and the provision of Services from time to time. Xtreme Ecommerce retains all rights in the Platform and the Services, and grants You only a right and license to use the Platform / application as stated herein. No other license is intended to be granted to You. Xtreme Ecommerce reserves all rights in its name, trademarks, copyrights and any other intellectual property. You may use the Platform and the Service to store data, print and display data in the Service. No other use of the Platform and the Service by You shall be permitted. You may access the Platform and the Services using a single user Account via multiple access points. You may allow Your employees, agents and independent contractors to access the Platform via Your Account on Your behalf. However, You agree not to provide any access to Your Account to any third party vendors. Xtreme Ecommerce shall perform all necessary server management and maintenance services with respect to the Platform at no additional cost to You. Xtreme Ecommerce does not guarantee availability of the Platform at all times. Xtreme Ecommerce shall use reasonable efforts to make the Services available to You, at all times through the Platform. However, as the Services are provided over the Internet, data and cellular networks, the quality and availability of the same may be affected by factors outside Xtreme eCommerce’s control. Therefore, Xtreme Ecommerce shall not be liable for non-availability of the Services at any time. Xtreme Ecommerce may try to restore access to the Platform and the Services on a best reasonable and commercially viable basis.

Use of Services

The Platform is a standard off-the-shelf application. We do not provide any customization in the platform. You agree to use the Services solely for the purpose for which the Services are provided, namely warehousing, and solely to aid Your business. You shall not sublicense or resell the Platform or the Services for the use or benefit of any other organization, entity, business or enterprise. You agree not to submit or upload to the Platform any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing any third party proprietary rights, invasive of personal privacy or otherwise objectionable (collectively, “Objectionable Matter”). Xtreme Ecommerce reserves the right to adopt and amend rules for the permissible use of the Platform and the Services at any time, and You shall be required to comply with such rules. You shall also be required to comply with all applicable laws regarding privacy, data storage etc., or any other policy of Xtreme Ecommerce, as updated from time to time. Xtreme Ecommerce reserves the right to terminate this Agreement and Your access to the Platform, without notice, if You commit any breach of this clause. As part of the Services, the Platform allows You to upload data / content to it. All user data uploaded or submitted by You to Your Account, shall be Your sole property. You retain all rights in the data uploaded by You to the Platform and shall remain liable for the legality, reliability, integrity, accuracy and copyright permissions thereto of such data. Xtreme Ecommerce will use commercially reasonable security measures to protect the User’s data against unauthorized disclosure or use. However, Xtreme Ecommerce does not guarantee data security. If Your data is damaged or lost, Xtreme Ecommerce will use commercially reasonable means to recover such data. You agree that You are entering into this agreement in full knowledge of the same. You shall not alter, resell or sublicense the Platform or the Services to any third party. You shall not reverse engineer the Platform or its software or other technology, circumvent, disable or otherwise interfere with security-related features or any digital rights management mechanisms of the Platform. You will not use the Platform or the Service to (i) build a competitive product or service, (ii) make or have a product with similar ideas, features, functions or graphics of the Platform, (iii) make derivative works based on the Platform / Services; or (iv) copy any features, functions or graphics of the Platform/Services.

Xtreme Ecommerce is an intermediary as defined under the Information Technology Act, 2000. Xtreme Ecommerce does not monitor or control any data or content uploaded by You to the Platform. You agree not to use or encourage, or permit others to store, upload, modify, update or share any information that:

belongs to another person and to which you do not have any right;c is grossly harmful, misleading, harassing, blasphemous defamatory, indecent, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, invasive of personal privacy or otherwise objectionable or any data / content that is contrary to any applicable local, national, and international laws and regulations; infringes any patent, trademark, copyright or other proprietary rights; violates any law for the time being in force;results in impersonation of any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity; is someone’s identification documents or sensitive financial information;contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation; or makes available any data / content in contravention of these TOS or applicable policies, or any data / content that You do not have a right to access, store, use or make available to third parties under any law or contractual or fiduciary relationship. Xtreme Ecommerce reserves the right to suspend or terminate Your access to Your Account if You cause any disruption or harm to the Xtreme Ecommerce infrastructure or to any third parties, or violate the provisions of the Information Technology Act, 2000, any applicable privacy laws or any of the applicable laws. You hereby consent to let Xtreme eCommerce’s employees and agents access Your Account and records on a case-to-case basis to investigate complaints or other allegations or suspected abuse.

Fees

This is a paid version of the Platform. The Platform works on a prepaid or recharge model where You may choose from the paid or recharge options (“Fees”) by going to the billing section of your Xtreme Ecommerce account. The Fees shall be exclusive of all applicable taxes. You may choose to pay the Fees by any of the payment options made available by Xtreme Ecommerce including, credit card, debit card, net banking or cheque. There will be no deduction of TDS in case of use of any of the online methods for payments of Fees. If Xtreme Ecommerce changes the Fees payable, Xtreme Ecommerce shall give You advance notice of these changes via a message to the email address associated with Your Account. Xtreme Ecommerce will bill You through Your chosen payment method, from the date You opt for the paid Services option until termination. All payments are final and non-refundable. You will not be entitled to any cancellation or cooling off period after opting for the paid Services. All advance paid is non-refundable and the initial upgrade amount paid will have validity of 30 days. If a customer is unable to go live and start-processing orders in a specified period, his account will be disabled and upgrade fees will be adjusted. The Services are provided to You via the internet and data and cellular networks, relevant internet charges and network or data charges, roaming charges, etc., applicable for Your use of the internet and the data shall apply (over and above the Fees) while accessing the Platform and availing the Services. You accept responsibility for all such charges that may arise due to Your use of the Platform and the Services.

Indemnification

You shall indemnify and hold harmless, Xtreme Ecommerce, its affiliates, any third party content / networks / infrastructure providers and their respective directors, officers, personnel, contractors and agents, for and against any and all claims, losses, damages, costs and expenses arising out of, or relating to, Your use of the Platform and the Services or Your breach of the TOS or any other restrictions or guidelines provided by Xtreme Ecommerce. This indemnification obligation will survive at all times, including, Your use of the Platform and the Services.

Notice and Takedown Mechanism

The content uploaded by You may be available on the e-commerce websites / marketplaces in India or abroad, as chosen by You. In such circumstances, the notice and takedown provisions applicable to the particular e-commerce websites / marketplaces will be applicable to the content uploaded by You. Content which is objectionable or infringing will be accordingly taken down. For all other times, the notice and takedown mechanism provided below will apply.

If You are the owner of copyright in any content shared or uploaded on the Platform without Your consent, or You believe that any user of the Platform is storing, hosting, uploading or transmitting data / content, then You are required to send a written notice to the Grievance Officer at Xtreme Ecommerce providing the following information/details:

Suspension and Termination

The Services will remain in effect until suspended or terminated under this TOS. You may terminate Your registration by sending an email to info@xteremecommerce.com, if You no longer wish to use the Platform. On termination, You will cease to have access to the Platform or any of the Services. Xtreme Ecommerce reserves the right to suspend or terminate Your Account or restrict or prohibit You access to the Platform immediately (a) if Xtreme eCommerceis unable to verify or authenticate Your registration data, email address or other information provided by You, (b) if Xtreme Ecommerce believes that Your actions may cause legal liability for You or for Xtreme Ecommerce, or all or some of Xtreme eCommerce’s other users, or (c) if Xtreme Ecommerce believes You have provided false or misleading registration data or other information, have not updated Your Account Information, have interfered with other users or the administration of the Services, or have violated this TOS or the Privacy Policy. You shall not be entitled to access the Platform or avail the Services if Your Account has been temporarily or indefinitely suspended or terminated byXtreme Ecommerce for any reason whatsoever. Xtreme Ecommerce may, at any time, reinstate any suspended Account, without giving any reason for that. If You have been indefinitely suspended You shall not register or attempt to register with Xtreme Ecommerce or its affiliates / partners or use the Services in any manner whatsoever until such time that You are reinstated by Unicommerce. In addition to the above, If you are not able to go live and start processing orders within 30 days of upgradation date, Xtreme Ecommerce shall be entitled to terminate Your Account irrespective of the balance amount available in Your Account. In such cases, Unicommerce shall not be liable to refund any Fees to You. In addition to the above, if You do not process any order through the Platform for a continuous period of one (1) month, Xtreme Ecommerce shall be entitled to terminate Your Account irrespective of the balance amount available in Your Account. In such cases, Unicommerce shall not be liable to refund any Fees to You. Upon termination of this TOS, Your right to access the Platform and use the Services shall immediately cease. Thereafter, You shall have no right, and Xtreme Ecommerce shall have no obligation thereafter, to execute any of the uncompleted tasks. Xtreme Ecommerce does not have a refund policy and therefore, no refund of the Fees shall be provided under any circumstance.Once the Services are terminated or suspended, any data that You may have stored on the Platform, may not be retrieved later. Xtreme Ecommerce shall be under no obligation to return the information or data to you.

Governing Law

This TOS is governed and constructed in accordance with the laws of India. The courts in Delhi alone shall have exclusive jurisdiction to hear disputes arising out of the TOS without any reference to the conflict of law provisions. The Platform is made available to You by Xtreme Ecommerce from its offices in India. You agree that: (i) the Services shall be deemed solely based in India; and (ii) the use of the Platform and the Services do not give rise to personal jurisdiction over Xtreme Ecommerce, either specific or general, in jurisdictions other than India. You agree that the laws of India, excluding India’s choice of law rules, will apply to these TOS and to the provision of Services by Xtreme Ecommerce and Your use of the same. Xtreme Ecommerce makes no representation that the Platform and the Services are appropriate or available for use at other locations outside India. Access to the Platform from jurisdictions where the Services are illegal is prohibited. Xtreme Ecommerce reserves the right to block access to the Platform by certain international users. If You access the Platform from a location outside India, You are responsible for compliance with all applicable local laws.

Waiver

Any failure byXtreme Ecommerce to enforce the TOS, for whatever reason, shall not necessarily be construed as a waiver of any right to do so at any time.

Severability

If any of the provisions of this TOS are deemed invalid, void, or for any reason unenforceable, that part of the TOS will be deemed severable and will not affect the validity and enforceability of any remaining provisions of the TOS.

Entire Agreement

The TOS as amended from time to time, along with the Privacy Policy and other related policies made available from time to time, constitutes the entire agreement and supersedes all prior understandings between the parties relating to the subject matter herein. If You have questions or concerns about the TOS, please contact Xtreme Ecommerce at contactus@XtremeeCommerce.com