TERMS AND CONDITIONS

Last Updated: 16th April, 2024

Please read these terms and conditions ("Terms") carefully before accessing or using the Platform (defined hereinafter). These Terms along with the Privacy Policy published on the Platform ("Privacy Policy") and other policies (as may be notified/displayed/published on the Platform) constitutes the contract between the Users of this Platform and the Company (collectively "Agreement"). By use of the Platform, Users agree to be bound by these Agreement as posted on the Platform from time to time.

1. ABOUT THE TERMS

1.1 What is SuperPe and who operates it?

1. SuperPe is an application which provides an online marketplace ("Application") where registered suppliers("Suppliers") can offer to sell their products toregistered Users of Application including to resellers("Resellers").
1. The Application and the website at superpe.in("Website") are operated by SuperPe Marketplace Private Limited ("Company").
1. The Company’s role is limited to managing theApplication and associated marketing, facilitating payment collections, fulfilment, order management, enquiry management and other incidental services to enable the transactions between the Suppliers and the Users("Services").
1. Services are not made available on the Website and to avail the same, Users are required to install the Application.

1.2 When are these Terms applicable and binding on User?

1. The Agreement is applicable to any person when they install, download or even merely visit or access any part of the Platform or utilise the Services, such persons are referred to as users, which include without limitation users who are browsers, Suppliers, Resellers, merchants,other purchaser or contributors of content (collectively,"User").
1. The Agreement between User and Company is effective onthe date on which the Application is downloaded/Website isaccessed and/or the date on which terms of Agreement areupdated, creating a legally binding arrangement betweenthe User and the Company.

1.3 Whether the terms of this Agreement can be modified?

1. Users can review the most current version of theAgreement at any time on the Website. Company reserves theright to unilaterally update, change or replace any partof the Agreement by publishing updates or changes on thePlatform and such amended provisions of the Agreementshall be effective immediately upon being posted on thePlatform.
1. It is the responsibility of the Users to check thispage periodically for changes. The Users continued use ofor access to the Application following the posting of anychanges constitutes acceptance of those changes.

1.4 What if the terms of the Agreement are not acceptable to User?

1. If the User does not agree with the terms of theAgreement, the User is advised to refrain from using thePlatform. By the use of the Services, it is signified thatthe User agrees to abide by the terms of the Agreement (asupdated from time to time).

2. ACCOUNT REGISTRATION, SUSPENSION AND TERMINATION

2.1 Does a User necessarily need to create an account on the Platform?

1. Company does not permit Users to avail the Services onthe Platform without prior registration. Users may accessthe Application by registering to create an account andbecome a member. The membership is limited for the purposeof buying or selling products, is subject to thisAgreement and strictly not transferable.

2.2 For the use of Platform, is a User subject to any eligibility criteria?

1. The Services on the Platform shall be availed byUser(s) who can form legally binding contracts underIndian Contract Act, 1872 and are at least eighteen (18)years of age.
1. The Company reserves the right to terminate the User’saccount and/or deny access to the Platform if it isbrought to the Company’s notice or if it is discoveredthat the User does not meet the conditions herein. Usersaccessing or using the Platform represent and warrant thatthey have the right to access or use the Platform.

2.3 Are there any specific requirements for registering an account on Platform?

1. The Users are required to enter a valid phone numberwhile registering on Platform. By such registration, Userconsents to be contacted by Company via phone calls, SMSnotifications, instant messages or other such means ofcommunication inter alia forsubscription/services/promotional updates etc. Users may'opt out' of such subscription/service/promotional updateseither through the ‘opt out’ means provided or by writingto the support team.
1. It is the responsibility of the Users to providecorrect mobile number so that the Company can communicatewith the Users via SMS. The Users understand and agreethat if the Company sends an SMS, but the Users do notreceive it because the Users mobile number is incorrect orout of data or blocked by the User's service provider, orthe Users are otherwise unable to receive SMS, the Companyshall be deemed to have provided the communication to theUsers effectively.
1. It is the User’s responsibility to provide accurate,current and complete information during the registrationprocess and to update such information to keep itaccurate, current and complete.

2.4 Can User account registered on Platform be suspended or terminated?

1. The Company reserves the right to suspend or terminatethe account or access to Services (or any part thereof) onthe Application including blocking any amounts due to theUser and associated account without notice and the Userswill remain liable for all amounts due up to and includingthe date of termination, if:
- any information provided during the registration processor thereafter proves to be inaccurate, not current orincomplete; and/or
- in Company’s assessment, the User has:▪ charged an unreasonably high price;▪ unreasonable instances of returns and/or cancellationsinitiated;▪ engaged in actions that are unlawful, fraudulent,negligent or derogatory to the Company’s interests.▪ failed or is suspected to have failed to complywith any term or provision of the Agreement or applicablelaw.
- User is found to be non-compliant with the Agreement.
- Further, where the violation of the Agreement gives riseto criminal or civil action, the Company may at its solediscretion pursue such action.
3.Without prejudice to the above stated rights of theCompany, in case of alleged fraud or other breach of thisAgreement by User, Company may at its sole discretion (a)withhold all amounts payable to such User; and (b) imposepenalties as the Company may reasonably determine and setoff such penalties from the monies payable by Company tosuch User.

2.5 What are User obligations vis-à-vis its registered account on Platform?

1. Having an account on the Platform gives authenticity tothe actions of the User. It means that the User is solelyresponsible for all activities that occur under itsaccount and that all transactions made by such User isintended for bona fide sale or consumption in the courseof their business activities.
1. Any and every activity undertaken by a User underhis/her account shall be the sole responsibility of suchUser and the Company shall not be liable for such activityin any manner. Hence it shall be the responsibility of theUser to treat the user identification code, password andany other piece of information that is provided by theCompany, as part of the security procedures, asconfidential and not disclose the same to any person orentity other than the Company.
1. User acknowledges and agrees that having an account onPlatform does not grant it any rights on Platform notspecifically granted to them by the Company, and that theUser has no ownership or other interest in the account.The User understands that all rights in and to the accountare and shall forever be owned by and inure to the benefitof the Company.
1. On registration, the Users may receive a passwordprotected account and an identification. The Users agreeto:1. maintain the confidentiality of their password, ifapplicable;2. take full responsibility for all activities by Usersaccessing the Application through their account;3. immediately notify the Company of any unauthorised useof their account or any other breach of security that theybecome aware of; and4. ensure that they exit from their account at the end ofeach session.

3. PLACING ORDERS AND FINANCIAL TERMS

3.1 How does order placement work on the Platform?

1. The Application allows Users to place orders for theproducts listed by Suppliers on Application and theApplication, subject to Agreement herein, facilitates theplacement of orders for the products by the Users.
1. On receipt of an order from a User, Company shall sendelectronically a confirmation of such order to Supplierand the User concerned. Further, the Company may informthe User about the availability or unavailability orchange in price of the order as informed by Supplierconcerned, from time to time. Confirmation of the order bySupplier shall be treated as final.
1. The Company does not own, sell or resell any productson its own and/or does not control the Suppliers and onlyfacilitates the transaction between buyers and sellersincluding User and Supplier as a 'marketplace'. Companymakes all reasonable efforts to promptly update the User’saccount and other information to facilitate thetransaction completion. Hence, Users are required toprovide current, complete, and accurate purchase andaccount information for all purchases made at on theApplication.
1. Additionally, fulfilment of orders to their endusers/consumers by a Reseller shall be the responsibilityof the Reseller inter se such end user/consumer. Anyadd-on service provided by Platform towards such ordershall be provided merely as a service provider of suchReseller by the Platform and accordingly, Platform shallnot have any privity of contract with such enduser/consumer.

3.2 How are the commercial terms fixed on Application?

1. All commercial/contractual terms of sale are offered bySuppliers and agreed to between Suppliers and the Usersalone. The commercial/contractual terms include withoutlimitation, price, date, period and mode of delivery,warranties related to products, etc. Company does not haveany control or does not determine or advise or in any wayinvolve itself in the offering or acceptance of suchcommercial/contractual terms between the Suppliers and theUsers.
1. The Company also reserves the right to withholdbenefits such as COD payments, right to claim refunds fromtime to time at its sole discretion owing to internalreasons or external factors.

3.3 How does payment and settlement of payment work on the Platform?

1. The Users acknowledge and agree that the Company may,at the request of the Supplier or the Reseller, act as thepayment agent for the limited purpose of acceptingpayments on behalf of such Suppliers and Resellers. TheUsers understand, accept, and agree that the paymentfacility provided by the Company is neither a banking norfinancial service but is merely a facilitator providing athird-party payment processor for the transactions on theApplication. Further, by providing payment facility, theCompany is neither acting as a trustee nor acting in afiduciary capacity with respect to the transaction or thetransaction price. The Company will not be liable for anycharges made by the Users bank in relation to payment ofthe total amount.
1. In connection with any order, information such as name,transaction details, device type, Platform usage details,PAN number, payment details, billing address and creditcard information and any other information in relationthereto may need to be provided either to the Company orthe third-party payment processor. If the Users aredirected to the third-party payment processor, they may besubject to terms and conditions governing use of thatthird party’s service and that third party’s personalinformation collection practices. Users are requested toreview such terms and conditions and privacy policy beforeusing the Application. In case of Reseller providingbilling information, delivery address or other contactinformation of its end user/consumer to Company or otherdelivery service provider, Reseller shall ensure that ithas necessary consents and approvals from the respectiveend user/consumer as may be required under applicable law.
1. Company merely collects the payment on behalf of theSupplier or Reseller, as the case may be. All applicabletaxes and levies, the rates thereof and the manner ofapplicability of such taxes are to be charged anddetermined by the Supplier or Reseller. Company holds noresponsibility for the legal correctness/validity of thelevy of such taxes. The sole liability with respect to anylegal issue arising on the taxes payable shall be with theReseller.
1. The transaction is bilateral between Suppliers & Usersand/or Reseller & end users/consumers ("UserTransactions"), the Company is not liable to charge ordeposit any taxes applicable on such transaction.
1. The User may provide the bank account details toreceive any refunds, margins, referrals and/or otherpayments which may be owed to the User by Superpe. While aUser is permitted to update the bank account details, thefollowing conditions will apply: (a) the user cannot editor update the bank account details if the bank detailsalready provided are valid and there is no pending paymentto the User from Superpe; (b) the user cannot edit orupdate the bank account details if there is a pendingtransaction which is being processed to the existing bankaccount; (c) the user cannot edit or update the bankaccount details if the new account number which is beinginserted is already in use in another User’s account. TheUser can only attempt to edit or update the bank accountdetails three times in a day. If the User fails to updatethe bank account within three attempts, the User will haveto wait for 24 hours to attempt to update the bank accountdetails again. Superpe may also designate a total numberof edits or updates a User can carry out to the bankaccount details in the lifetime of the account holder.
1. In the event that: (a) a User has breached the totallimit to edit or update the bank account details and (b)the same bank account is used for more than ten platformaccounts, the User will have to contact the customersupport in order to update the bank account details again.Superpe reserves the right to change this policy onediting and updating the bank account at its solediscretion.
1. Superpe reserves the right to block cash on delivery(COD_ payments from time to time at its sole discretionfor reasons including but not limited to high productvalue and other such other reasons or factors ( internalor external) that Superpe may deem fit.

3.4 Whether Company charges User(s) for Services provided by Company on the Platform?

1. Services on Platform may require payment of charges,rate of which shall be solely at the discretion of theCompany and shall be subject to User approval at the timeof placing an order on the Platform. Company reserves theright to revise charges towards Service at any time at itssole discretion. The charge, applicable at any given time,will be the charge displayed at the time ofpurchase/booking of the respective Service (if any) byUser on the Platform.
1. Company reserves the right to introduce additionalchargeable services on the Platform including charges fora premium return service, cancellation charges, cash ondelivery handling fees etc.

3.5 Whether for transacting on Platform, User is required to be registered under the Central or State Goods and Services Tax Legislations ("GST Laws")?

1. Company is not obligated towards any direct or indirecttax obligation of the User that may arise as a result ofUser's access or use of Services on the Platform. Therequirement for registration and compliances under the GSTLaws and other tax laws is the sole responsibility of theUser, the Company is not liable for any omissions orcommissions by such User who acts in violation of the anyapplicable law. Accordingly, User is advised to seekindependent tax advice relating to its business and/ortransaction through Platform including whether it isliable for GST registration.

3.6(A) What are the terms and conditions regarding the offers and benefits provided on the Platform and advertised by Superpe?

a. Subject to below and unless otherwise mentioned, allproduct discounts and offers are by the Suppliers and notby the Company (“Supplier Offers”).
b. From time to time, we may conduct various types ofmarketing and promotional campaigns, which may includeoffers including for referrals, discounts and otherpromotional offers to be used on our platform (“SuperpeOffers”).
c. Superpe Offers shall be subject to the terms andconditions which are solely determined by us, and theterms of such discounts and offers may vary for thecustomers based on factors relating to the customer suchas usage of the platform, volume of transactions, timespent on the platform, city, place of residence, time,etc.
d. We reserve the right to make these offer available fora limited time period, limit the value of the offer to afixed amount or a fixed percentage determined at ourdiscretion and to void, amend, discontinue, cancel orreject the use of any of the offers, discounts orpromotional offers, including any aspect or feature ofsuch offers at any time without any prior intimation.
e. We reserve the right to decide and vary the timing anddates of the offer; the value of the offer amount, limitof the offer amount or offer percentage, the conditionssubject to which the offer can be availed or will beoffered, the number and category of products available foroffer, at any time, subject to our absolute discretion.
f. The offers, discounts and promotional offers or anyterms thereof may be changed or amended from time to time.
g. We reserve the right to make certain offers valid forlimited inventory and subject to availability of productat the time of booking.
h. Certain offers may apply only to products covered undersuch promotional offers. It will not be applicable to thesame or similar products sold by the same Supplier orother Suppliers but not covered under offers. These offerswill operate on Superpe’s discretion on first-come-firstserved basis. Once the offer product stocks are over, youmay purchase the same product on the platform outside thepromotional offers available.
i. Superpe at its own discretion reserve the right tocancel your option to return or exchange any productpurchased under offers and discounts.
j. It is your responsibility to review and comply with theterms and conditions governing the offers, discounts andother promotional offers provided on our platform.
k. Any of the offers, discounts or promotional offers maynot be valid when used in conjunction with otherpromotional offers or vouchers unless explicitly permittedby us or the Supplier.
l. The offers, discounts and promotional offers cannot beexchanged for cash and can only be availed in accordancewith the terms and conditions of the offers, unlessotherwise communicated.
m. Certain offers, discounts and promotions offered suchas first order discount, reactivation discount etc., maybe applied at the cart level and in the event thatmultiple products are purchased in a single transaction,then such offer, discount, promotion may be divided andapplied to each product in the cart, in a mannerdetermined by us.
n. Subject to Superpe’s Cancellation and/or Return, Refundand Replacement policy, if the User: (i) cancels anyproduct which is subject to any promotions, offer ordiscounts; or (ii) returns any product purchased which issubject to any promotions, offer or discounts, the Userwill be eligible to receive only the refund of the amountpaid by the User on the purchase of such product.
o. In the event, any product is cancelled or returned inaccordance with Superpe's Cancellation and/or Return,Refund and Replacement Policy, then save and except asprovided herein, any offer, promotion, discount applied tosuch product shall be forfeited.
p. We and/or the Supplier shall have no liability withrespect to the offers, discounts and promotional offers onthe Platform.
q. In the event of indication of any fraudulent orsuspicious behaviour or activity by you on the platform orin relation to the platform, we reserve the right at ourdiscretion to deny to you the right to claim orparticipate in any offer, promotion, discount, campaign.

3.6(B) What are the terms and conditions regarding the Supplier Offers?

a. Such offers shall be subject to the terms andconditions which are solely determined by us, and theterms of such discounts and offers may vary for thecustomers based on factors relating to the customer suchas usage of the platform, volume of transactions, timespent on the platform, city, place of residence, time,etc.
b. We reserve the right to make the offer available for alimited time period and to void, amend, discontinue,cancel or reject the use of any of the offers, discountsor promotional offers, including any aspect or feature ofsuch offers at any time without any prior intimation.
c. We reserve the right to vary the timing and dates ofthe offer; the number and category of products availablefor offer, at any time, subject to our absolutediscretion.
d. The offers, discounts and promotional offers may bechanged or amended from time to time.
e. We reserve the right to make certain offers valid forlimited inventory and subject to availability of productat the time of booking.
f. Certain offers may apply only to products covered undersuch promotional offers. It will not be applicable to thesame or similar products sold by the same Supplier orother Suppliers but not covered under offers. These offerswill operate on Superpe’s discretion on first-come-firstserved basis. Once the offer product stocks are over, youmay purchase the same product on the platform outside thepromotional offers available.
g. Superpe at its own discretion reserve the right tocancel your option to return or exchange any productpurchased under offers and discounts.
h. It is your responsibility to review and comply with theterms and conditions governing the offers, discounts andother promotional offers provided on our platform.
i. Any of the offers, discounts or promotional offers maynot be valid when used in conjunction with otherpromotional offers or vouchers unless explicitly permittedby us or the Supplier.
j. The offers, discounts and promotional offers cannot beexchanged for cash and can only be availed in accordancewith the terms and conditions of the offers, unlessotherwise communicated.
k. Certain offers, discounts and promotions offered suchas first order discount, reactivation discount etc., maybe applied at the cart level and in the event thatmultiple products are purchased in a single transaction,then such offer, discount, promotion may be divided andapplied to each product in the cart, in a mannerdetermined by us.
l. Subject to Superpe’s Cancellation and/or Return, Refundand Replacement policy, if the User: (i) cancels anyproduct which is subject to any promotions, offer ordiscounts; or (ii) returns any product purchased which issubject to any promotions, offer or discounts, the Userwill be eligible to receive only the refund of the amountpaid by the User on the purchase of such product.
m. In the event, any product is cancelled or returned inaccordance with Superpe's Cancellation and/or Return,Refund and Replacement Policy, then save and except asprovided herein, any offer, promotion, discount applied tosuch product shall be forfeited.
n. SWe and/or the Supplier shall have no liability withrespect to the offers, discounts and promotional offers onthe Platform.

4. USE OF THE PLATFORM

4.1 Can User access and use the Platform at any time or could there be any limitations?

1. Company endeavours to make the Application available24X7. However, the Company does not represent that accessto the Application will be uninterrupted, timely, errorfree, free of viruses or other harmful components or thatsuch defects will be corrected.
1. Users understand and acknowledge that the use ofApplication requires internet connectivity andtelecommunication links. Users shall bear the costsincurred to access and use the Application and availServices, and Company shall not, under any circumstanceswhatsoever, be responsible or liable for such costs.
1. Company does not warrant that Application will becompatible with all hardware and software which is used byUsers.
1. Application may be under constant upgrades, and somefunctions and features may not be fully operational.Application is provided on an 'as is' and 'as available'basis. Company expressly disclaims all warranties of anykind, whether express or implied with respect to therecords and other data that is made available by it toUsers.
1. Users shall be solely responsible for damages to theirdata system or for loss of data arising from download ofcontent from Application. No guidance or information,written or oral, obtained from Company or via Platform,shall constitute any warranty, unless stated otherwise.

4.2 Whether the use of Platform (a) is restricted in any manner; and (b) requires any generic compliances from User?

4.2.1 User should not use the Platform to host, display,upload, download, modify, publish, transmit, update, orshare any information which:
a. belongs to another person and to which the User doesnot have a right whatsoever;
b. is grossly harmful, harassing, blasphemous, defamatory,obscene, pornographic, paedophilic, libellous, slanderous,criminally inciting or invasive of another’s privacy,hateful, or racially, ethnically objectionable,disparaging, relating or encouraging money laundering orgambling, or otherwise unlawful in any manner whatsoever;or unlawfully threatening or unlawfully harassingincluding but not limited to “indecent representation ofwomen” within the meaning of the Indecent Representationof Women (Prohibition) Act, 1986;
c. is patently offensive to the online community, such assexually explicit content, or content that promotesobscenity, paedophilia, racism, bigotry, hatred orphysical harm of any kind against any group or individual;
d. is harmful to a child or a minor;
e. harasses or advocates harassment of another person;
f. infringes upon or violates any third party’s rightsincluding, but not limited to, intellectual propertyrights, rights of privacy (including without limitationunauthorized disclosure of a person’s name, image, emailaddress, physical address or phone number) or rights ofpublicity including any unauthorised use or posting anythird party's social media image without such owner'sconsent;
g. promotes an illegal or unauthorized copy of anotherperson’s copyrighted work, such as providing piratedcomputer programs or links to them, providing informationto circumvent manufacture-installed copy-protect devices;
h. tries to gain unauthorized access or exceeds the scopeof authorized access to the Application or to theprofiles, blogs, communities, account information, orother areas of the Application or solicits passwords orpersonal identifying information for commercial orunlawful purposes from other Users;
i. interferes with another User’s use and enjoyment of thePlatform or any third party users enjoyment of similarservices;
j. refers to any website or URL that, in our solediscretion, contains material that is inappropriate forthe Platform or any other website, contains content thatwould be prohibited or violates the spirit of these Terms;
k. violates any law for the time being in force;
l. deceives or misleads the addressee about the origin ofthe message or knowingly and intentionally communicatesany information which is patently false or misleading innature but may reasonably be perceived as a fact,including creation of a false identity for the purpose ofmisleading others;
m. impersonates another person;
n. threatens the unity, integrity, defence, security orsovereignty of India, friendly relations with foreignstates, threatens public order, or causes incitement tothe commission of any cognisable offence or preventsinvestigation of any offence or insulting other nations.
o. Contains software viruses or other computer programmingroutines that may damage, detrimentally interfere with,diminish value of, surreptitiously intercept orexpropriate any system, data, or personal information; and
p. directly or indirectly, offers, attempts to offer,trades, or attempts to trade in any item, dealing of whichis prohibited or restricted in any manner under theprovisions of any applicable law, rule, regulation orguideline for the time being in force.
q. is patently false and untrue, and is written orpublished in any form, with the intent to mislead orharass a person, entity, or agency for financial gain orto cause any injury to any person.
4.2.2 When accessing or using the Platform or availing theServices, the User has to comply with and ensure thefollowing:
a. All registration information submitted by User istruthful, lawful and accurate;
b. User's use of the Application/Platform shall be solelyfor their use and they shall not authorize others to usetheir account;
c. User does not submit, post, upload, distribute, orotherwise make available or transmit any information that:(i) is defamatory, abusive, harassing, insulting,threatening, or that could be deemed to be stalking orconstitute an invasion of a right of privacy of anotherperson; (ii) is bigoted, hateful, or racially or otherwiseoffensive; (iii) is violent, vulgar, obscene, pornographicor otherwise sexually explicit; (iv) is illegal orencourages or advocates illegal activity or the discussionof illegal activities with the intent to commit them;
d. All necessary licenses, consents, permissions andrights are owned by Users and there is no need for anypayment or permission or authorization required from anyother party or entity to use, distribute or otherwiseexploit in all manners permitted by the Agreement, alltrademarks, copyrights, patents, trade secrets, privacyand publicity rights and/or other proprietary rightscontained in any content that Users submit, post, upload,distribute or otherwise transmit or make available;
e. User will not use Platform in any way that is unlawful,or harms the Company or any other person or entity;
f. User will not post, submit, upload, distribute, orotherwise transmit or make available any software or othercomputer files that contain a virus or other harmfulcomponent, or otherwise impair or damage the Platform orany connected network, or otherwise interfere with anyperson or entity’s use or enjoyment of Application;
g. User will not use another person’s username, passwordor other account information, or another person’s name,likeness, voice, image or photograph or impersonate anyperson or entity or misrepresent your identity oraffiliation with any person or entity;
h. User will not or attempt to delete or modify anycontent of Platform, including but not limited to,disclaimers or proprietary notices such as copyright ortrademark symbols, logos;
i. User will not post or contribute any information ordata that may be obscene, indecent, pornographic, vulgar,profane, racist, sexist, discriminatory, offensive,derogatory, harmful, harassing, threatening, embarrassing,malicious, abusive, hateful, menacing, defamatory, untrueor political or contrary to our interest;
j. User shall not access Platform without authority or usePlatform in a manner that damages, interferes or disrupts,any part of Platform or any equipment or any network onwhich Platform is stored or any equipment of any thirdparty;
k. User shall not attempt to gain unauthorized access toany portion or feature of the Application, or any othersystems or networks connected to the Platform by anymeans. User shall not probe, scan, or test thevulnerability of Platform nor breach the security orauthentication measures on Platform or any networkconnected to Platform.
l. User agrees not to use any device, software or routineto interfere or attempt to interfere with the properworking of Platform or any transaction being conducted onPlatform, or with any other person’s use of Platform. Usermay not use Platform or any of its content for any purposethat is unlawful or prohibited by this Agreement.
m. User shall at all times ensure full compliance with theapplicable law, as amended from time to time, includingthat of (i) the Information Technology Act, 2000 and therules thereunder; (ii) all applicable domestic laws, rulesand regulations (including the provisions of anyapplicable exchange control laws or regulations in force);and (iii) international laws, foreign exchange laws,statutes, ordinances and regulations (including, but notlimited to Direct and Indirect Taxes applicable as percurrent statue in the country) regarding the use of theApplication and listing, purchase, solicitation of offersto purchase, and sale of products or Services. User shallnot engage in any transaction which is prohibited by theprovisions of any applicable law including exchangecontrol laws or regulations for the time being in force.
n. In order to allow Company to use the informationsupplied by the Users, without violating any rights or anylaws, Users agree to grant Company a non-exclusive,worldwide, perpetual, irrevocable, royalty-free,sub-licensable (through multiple tiers) right to exercisethe copyright, publicity, database rights or any otherrights. Company will only use the information inaccordance with this Agreement, applicable to use ofPlatform and for provision of Services.
4.2.3 Company shall at times and at their sole discretionreserve the right to disable any user identification codeor password if any User has failed to comply with any ofthe provisions of this Agreement. Company shall have allthe rights to take necessary action and claim damages thatmay occur due to User's involvement/participation in anyway either on their own or through group/s of people,intentionally or unintentionally in hacking.

5. FAIR USAGE POLICY

We always strive hard to provide the best experience to our customers on the platform. To ensure that all customers use our platform in good faith, we keep track of customer behaviour which includes maintaining order history and other details relating to the manner of use of our platform. In the event of any abuse of our platform or the policies, which include excessive returns or refusal to accept shipments, indication of any fraudulent or suspicious activity or behaviour on our Platform or association with any such activity or behaviour, including where your user metrics such as your claim rate, return rate etc., are higher than the average rate of the others users on our platform. In all such cases, certain benefits available to our other users may not be available to you and we reserve the right to take other actions, including but not limited to, blocking any user from transacting on the Platform, levying a service fee, discontinuing COD options, blocking COD payment, blocking refund claims, restraining or refusing the option to return the product etc. against you to address such issues. Customers whose profiles indicate high volumes of valid transactions on the platform may be offered benefits by suppliers, from time to time, based on their discretion and policies.

6. ACCURACY AND COMPLETENESS OF INFORMATION ON PLATFORM

6.1 What is the accuracy and completeness of all information displayed on the Platform?

1. Company takes all endeavours to the best of its effortsto keep information on the Platform accurate. However, thematerial and content on the Platform is provided forgeneral information only and should not be relied upon orused as the sole basis for making decisions withoutconsulting primary, more accurate, more complete or timelysources of information. Reference to paragraph 6.2 below,User will agree that a majority of content includingproducts displayed on Platform are provided by therespective Suppliers, who shall at all times beresponsible for provision of information related to suchproducts listed by them. Apart from reasonable checks toensure general hygiene of Platform, Company does notexercise any control over such content or information.
1. Company undertakes no obligation to update, amend orclarify information in the Platform, including withoutlimitation, pricing information, except as required bylaw. Company does not own any responsibility or obligationwhatsoever towards ensuring the accuracy of theinformation provided by the Users. Any reliance on thematerial on Platform is at the Users’ own risk.
1. Platform may contain certain historical information.Historical information, necessarily, is not current and isprovided for your reference only. The Company reserves theright to modify the contents of Platform at any time buthas no obligation to update any information on Platform.User is solely responsible to monitor changes to theinformation on Platform. No specified update or refreshdate applied to Platform should be taken to indicate thatall information on Platform or pertaining to the Serviceshave been modified or updated.
1. Occasionally there may be information on Platform thatcontains typographical errors, inaccuracies or omissionsthat may relate to information pertaining to the products,pricing, promotions, offers, shipping charges, transittimes and availability. Company reserves the right tocorrect any errors, inaccuracies, or omissions, and tochange or update information if any information onPlatform is inaccurate at any time without prior notice.
1. The Information is provided ‘as is’ with no guaranteeof completeness, accuracy, timeliness or of the resultsobtained from the use of the Information, and withoutwarranty of any kind, express or implied, including, butnot limited to warranties of performance, merchantability,and fitness for a particular purpose. Nothing contained inthis Agreement shall to any extent substitute for theindependent investigations and the sound technical andbusiness judgment of User.

6.2 Is information related to products on Platform provided by the Company?

1. Not all information on the Platform is provided byCompany. From time to time, Users who are Suppliersprovide information relating to the products proposed tobe sold by them and are hence responsible for the same. Inthis connection, Suppliers undertake that all suchinformation shall be accurate in all respects. Suppliersare discouraged from and should not exaggerate oroveremphasise the attributes of such products so as tomislead Users in any manner.
1. Company reserves the right, but has no obligation, tomonitor the materials posted on Platform. Company,however, has the right to remove or edit any content thatin its sole discretion violates, or is alleged to violate,any applicable law or the spirit of these Terms. In noevent shall Company assume any responsibility or liabilityfor any content posted or for any claims, damages orlosses resulting from use of content and/or appearance ofcontent on Platform.
1. Suppliers take sole responsibility for the correctnessof the details pertaining to specifics (such as quality,value, saleability, etc.) of the products proposed to besold or offered to be sold or purchased on Platform. Company does not implicitly or explicitly support orendorse the sale or purchase of any products nor provideany warrantee/guarantee of the products sold to Users, andin no event shall such products be the responsibility ofCompany. Company does not represent or warrant that theinformation available on Platform will be correct,accurate or otherwise reliable.
1. Company is not responsible for any inaccuracy,incompleteness or outdated information made available onthe Application, either provided by any User includingSuppliers.

7. LISTING AND SELLING

7.1 As Supplier, in addition to this Agreement, what other terms is a User required to abide by?

1. Suppliers, in addition to this Agreement are also boundby applicable laws of India, including without limitation,the following laws:
a. The Legal Metrology Act, 2009 and Legal Metrology(Packaged Commodities) Rules, 2011 (Packaging Rules);
b. Drugs and Cosmetics Act, 1940 and Drugs and CosmeticsRules, 1945 (D&C Rules);
c. The Consumer Protection (E-Commerce) Rules, 2020;
d. Food Safety and standard Act, 2006, Food Safety andStandard (Packaging and labelling) Regulation 2011, (FSSPackaging Regulation) Food Safety and Standard (FoodProduct Standard and Food Addictive) Regulation, 2011 (FSSStandard Regulations) and Food Safety and Standard (foodor Health Supplements, Nutraceuticals, Food for SpecialMedical Purpose, Functional Food and Novel Food)Regulation 2016 (FSS Supplement Regulation).
1. As per above mentioned statutes and regulations and anyother relevant law in place during the tenure of thisassociation, Company understands that there is anobligation on Supplier to ensure that the package in whichthe products are sold complies with labelling and packingrequirements and other laws that may be prescribed in thisregard. Hence, it shall be the sole responsibility ofSupplier to comply with applicable laws and the Companyshall not be held responsible in any manner. Suppliersshall indemnify Company and Platform for any harm or lossin relation to contravention of above regulations or otherapplicable laws.

7.2 When can the Suppliers get their products listed?

1. Suppliers are permitted to list products for sale onthe Application in accordance with the terms mentioned inthis Agreement and any other contract entered into withCompany for the said purpose, wherein other rights andobligations of the parties are defined in detail.
1. By listing its products on the Platform, the Suppliersrepresent and warrant that they are legally capable tosell or list the products on Platform; and the listeditems do not infringe upon the intellectual property,trade secret or other proprietary rights or rights ofpublicity or privacy rights of any third party. Forclarity Suppliers shall refrain from using any thirdparty's images available over any social media withoutsuch owner's consent. Suppliers and Users agree that theCompany is not responsible for the breach of the same.

8. USER INFORMATION AND THIRD-PARTY TOOLS/LINKS

8.1 What information is collected from the User? How does Company deal with the information provided to it by a User while using Platform?

1. Company collects various types of information, someinformation is non-personal information and some ispersonal information.
1. All information about Users that are collected, stored,or transmitted in any way on Platform is processed forfacilitating various operations on Platform, includingregistration, order placement, listing, or payments.
1. For a more comprehensive understanding, Users areencouraged to view the Platform’s Privacy Policy availableon the Platform.

8.2 Does the Company use Third Party tools on Platform?

1. The Company may provide User with access to third-partytools over the Platform which Company neither monitors norhas any control over. User acknowledges and agrees thataccess to such tools is on an 'as is' and 'as available'basis, without any warranties, representations orconditions of any kind and without any endorsement byCompany. Company shall have no liability whatsoeverarising from or relating to your use of optionalthird-party tools.
1. Any use by the User of the optional tools offeredthrough the Application/Platform is entirely at its ownrisk and discretion and it is the responsibility of Userthat it ensures that it is familiar with and approves theterms on which such tools are provided by the relevantthird-party provider(s).
1. The Company may from time to time, offer new featuresthrough Platform which may include the use new third-partytools and resources. Such new features shall also besubject to this Agreement. Complaints, claims, concerns,or questions regarding third-party tools or third-partywebsites should be directed to the third-party.

8.3 Does Company use third-party links or third-party tools on Platform? Are these links and tools accurate and secure?

1. Certain content or products available via the Platformmay include materials from third parties. Third-partylinks on the Application/Platform may direct User tothird-party websites that are not affiliated with theCompany. The Company is not responsible for examining orevaluating the content or accuracy and does not warrantand will not have any liability or responsibility for anythird-party materials or websites, or for any othermaterials, products, or services of third parties.
1. Company is not liable for any harm or damages relatedto the purchase or use of goods, services, resources,content, or any other transactions made in connection withany third-party websites regardless of the existence ofany third-party link on Platform. Please review carefullysuch third-party’s policies and practices and make sure tounderstand them before engaging in any transactions.

9. INTELLECTUAL PROPERTY (IP) AND IP INFRINGEMENT

9.1 Can User use the content published on Platform such as "Superpe" mark when doing business with other parties?

1. Users may not use any trademark, service mark or logoof any independent third parties without prior writtenapproval from such parties.
1. "Superpe" and related icons and logos whetherregistered or unregistered are the trademarks of theCompany and are protected under applicable copyright,trademark and other proprietary and intellectual propertylaws. Users’ unauthorized adoption, copying, modification,use or publication of these marks is strictly prohibited.
1. Users must not modify the paper or digital copies ofany materials printed or downloaded in any way, and theymust not use any illustrations, photographs, video oraudio sequences or any graphics separately from anyaccompanying text.
1. Users must not use any part of the materials onPlatform for commercial purposes without obtaining alicence to do so from Company. All rights, not otherwiseclaimed under this Agreement by Company are herebyreserved.
1. User understands that Platform and software embodiedwithin Platform may include security components thatpermit digital materials to be protected, and that use ofthese materials is subject to usage rules set by Companyor other parties that facilitate the same. User agreesthat it will not attempt to override, disable, circumvent,or otherwise interfere with any such security componentsand usage rules embedded in the Platform.

9.2 How does the Company deal with IP infringement?

1. Any trademark, word mark or intellectual property ofany User(s) or Supplier(s) belongs to suchUser(s)/Supplier(s) alone, and Company has no right orclaim over the same.
1. Company reserves the right in its sole discretion toremove any material/content/photos/offers displayed on thePlatform which in Company’s reasonable belief is unlawfulor could subject Company to liability or is in violationof this Agreement or is otherwise found inappropriate inthe Company’s opinion. Company reserves the right tocooperate with any investigation in this regard.
1. Company reserves the right to suspend or terminate theaccount of a User as deemed appropriate by it. Users agreethat the Company shall have no liability to any Users,including liability in respect of consequential or anyother damages, in the event Company takes any of theactions pursuant to allegations of IP infringement.
1. Users acknowledge and agree that Company is not anarbitrator or judge of disputes concerning intellectualproperty and it cannot, by any means, verify that anySupplier selling or supplying merchandise on the Platformhas the right to sell the products. Company encouragesUsers to assist it in identifying listings on thePlatform, which, according to Users’ knowledge or beliefinfringe their rights or third-party rights.
1. The delisting of product from Platform is to safeguardCompany’s interest, by taking down a listing, Company doesnot and cannot be deemed to be endorsing a claim ofinfringement and further in those instances in whichCompany declines to take down a listing, Company does notand cannot be deemed to be endorsing that the listing isnot infringing of third party rights or endorsing any saleor supply of merchandise or services pursuant to or onaccount of such listing.
1. We request you to review the Intellectual PropertyPolicy available on the Application for more information.

10. DISCLAIMER AND LIABILITIES

10.1 What are the standard disclaimers in relation to the Platform and the Services?

1. Company, in no event, is or will be liable to Userincluding the Reseller or anyone claiming through a Userin respect of product or other User Transaction undercontract, negligence, strict liability or other legal orequitable theory for any special, incidental, indirect,consequential, exemplary or punitive damages, loss ofgoodwill, loss of revenue, loss of opportunity, loss ofanticipated profits, whatsoever, including those resultingfrom loss of use, data or profits, whether or notforeseeable or whether or not Company has been advised ofthe possibility of such damages, or based on any theory ofliability, including breach of contract or warranty ornegligence or any other claim arising out of or inconnection with the use of or access of Platform.
1. Company shall not be liable for: any injury, loss,claim, or any direct, indirect, incidental, punitive,special, or consequential damages of any kind, including,without limitation any financial losses, loss of data,replacement costs, or any similar damages, whether basedin contract, tort, strict liability or otherwise, arisingfrom the use of Platform, or for any other claim relatedin any way to the use of the Application, including, butnot limited to, any errors or omissions in any content, orany loss or damage of any kind incurred as a result of theuse of the Application/Platform or any content posted,transmitted, or otherwise made available via theApplication/Platform, even if advised of theirpossibility.
1. Users shall be solely responsible for damages, if any,to their data system or for loss of data arising fromdownload of content from Platform. No guidance orinformation, written or oral, obtained from Company or viathe Platform, shall constitute any warranty, unless statedotherwise.
1. The Suppliers listing their products on the Platformare solely responsible for the accuracy of productinformation. Users shall solely be responsible for usingthe products in a safe and legal manner. The Company shallnot assume any loss, claims, damages, or injury, that mayarise from the violent or illegal use, or misuse of theproduct sold by the Suppliers over Platform.

10.2 What are the disclaimers regarding advertisements (including any information or offer thereunder) contained on, distributed through, or linked, downloaded, or accessed from Platform (“Advertisements”)?

1. Advertisements in Platform are intended, solely toprovide general information for the personal use of theUser(s). The Company does not represent, warrant, orendorse in any manner the accuracy or reliability of theAdvertisements. The Company accepts no responsibility orliability in relation to the Advertisements includingwithout limitation on account of your use or relianceplaced by you on such Subject Information.
1. The Advertisements on the Platform areadvertised/displayed at the behest of the advertisers. TheCompany does not by itself create such content and neitherdoes it exercise any control over the content that isdisplayed by the advertisers. The advertisers are thirdparties over which Superpe does not have any direct orindirect control. The Company does not make anyrepresentation, warranty, recommendation, guarantee inrespect of the content of the Advertisements as well asits subject matter and the products/services beingadvertised (including without limitation with respect tosuitability, merchantability, reliability, availability orquality of the product/service) nor does the Companyimplicitly or explicitly support or endorse the sale orpurchase of any products/services which are subject matterof the advertisements or are referred therein. The Companyaccepts no liability for any error, inaccuracy or omissionof third parties and advertisers in this regard.
1. The correspondence or business dealings of Users with,or participation in promotions of, advertisers found on orthrough the Platform, including payment and delivery ofrelated products or services, and any other terms,conditions, warranties or representations associated withsuch dealings, are solely between the User and suchadvertiser. The Company shall not be responsible or liablefor any loss or damage of any sort incurred as the resultof any such dealings or as the result of the presence ofsuch advertisers on the Platform.
1. In the event, a link is displayed on the Advertisementand if you select to click on a link which leavesPlatform, you will be redirected to a third-party websitethat is not owned, operated, or controlled by the Companyor its affiliates. The link is provided solely for theconvenience of the User and may assist the User inlocating other useful information on the internet. Thethird-party website is governed exclusively by itsrespective policies over which we have no control. Youbear the sole risk in proceeding to access the contents,products/services of the third-party website and linksprovided therein.
1. The User shall not hold the Company responsible and theCompany disclaims any liabilities, losses, damages,expenses, claims or injury arising out of or in connectionwith: (i) the advertisements displayed on Platform; (ii)contents of the Advertisement; (iii) representations andstatements made by the advertiser; (iv) subject matter ofthe Advertisements and the products/services referredthereunder (including without limitation on account ofsuitability, merchantability, reliability, availability orquality of the product/service); and/or (v) Advertisementbeing misleading and/or not in compliance with applicablelaws.

10.3 What are the disclaimers regarding advertisements (including any information or offer thereunder) of products listed on the Platform and shown on other media and forums (including print media, digital platforms etc.,) (“Other Advertisements”)?

1. The images of the products shown in OtherAdvertisements are for illustrative purposes and creativerepresentation only and may vary from the actual products.
1. Unless otherwise mentioned, all the product relateddeals/discounts mentioned in Other Advertisements areoffered by the participating sellers/brands to the totalexclusion of the Company.
1. All Other Advertisements with details of startingprices for a product category are for reference only andthe actual price of the product may vary.
1. The scenes, characters, references in brand films andvideos are purely fictional and only for representationalpurposes.
1. The offers, discounts and other promotional offersdisplayed in Other Advertisements may vary for thecustomers based on factors relating to the customer suchas usage of the platform, volume of transactions, timespent on the platform, city, place of residence, time,etc.
1. Superpe and/or the Suppliers reserves the right toamend or discontinue any of the offers/deals/discounts attheir sole discretion and without any prior intimation toany User.
1. Superpe accepts no responsibility or liability for anyinaccuracies in the data displayed in the Otheradvertisements. In respect to any data displayed inrelation to the products sold on Superpe, please note thatthis number may not be the most recent number and may beaggregated over a period of time.

10.4 What happens to User order in case of a lockdown or other force majeure event?

1. Company shall not be liable for any damages whatsoeverarising out of force majeure or other similarcircumstances, directly or indirectly affecting Companyand/or the Platform. Examples of force majeure eventsinclude without limitation real or potential labourdisputes, governmental actions, war or threat of war,sabotage, civil unrest, demonstrations, fire, storm,flooding, explosion, earthquake, epidemic or pandemic,provisions or limitations of materials or resources,inability to obtain the relevant authorization, accident,and defect in electricity or telecommunication network.
1. Force majeure or other events beyond the Company’scontrol, hindrance, delay or complication in themaintenance of the Platform entitles the Company tosuspend or limit the Platform until further notice.

10.5 Under what circumstances may User be liable for any damages to Company?

1. User shall indemnify, defend, and hold harmless Companyand its subsidiaries, affiliates, partners, officers,directors, agents, contractors, licensors, serviceproviders, subcontractors, suppliers, interns andemployees, from and against any and all losses,liabilities, claims, suits, proceedings, penalties,interests, damages, demands, costs, and expenses(including legal and statutory fees and disbursements inconnection therewith and interest chargeable thereon)asserted against or incurred by Company that arise out of,result from, or in connection with:
a. User’s breach of this Agreement;
b. any claims made by any third party due to, or arisingout of, or in connection with User’s use of Platformincluding by end users/consumers of Reseller(s);
c. the User’s violation of any rights of any third party,including intellectual property rights; and/or
d. the User’s violation of any applicable laws.

11. COMMUNICATION

11.1 How to contact Company in case of any queries regarding this Agreement or grievances relating to Platform?

All queries, concerns or questions about the Agreement should be sent to Company at support@superpe.in.

11.2 Consumer Protection Compliance

In accordance with the Consumer Protection (E-Commerce)Rules, 2020, please find the required details:
Legal name of the e-commerce entity: SuperPe MarketplacePrivate Limited Address: 138/12, 3rd Floor, 4th Main Rd, Rajaji NagarIndustrial Town, Rajajinagar, Bengaluru, Karnataka 560010Website: https://superpe.in/Email Address: support@superpe.in

11.3 How will the Company contact User?

1. All notices or demands to or upon a User(s) shall beeffective if either delivered personally, sent by courier,certified mail, by facsimile or email to the last-knowncorrespondence, fax or email address provided by User(s)on the Platform, or by posting such notice or demand on anarea of the Platform that is publicly accessible.
1. Notice to a User(s) shall be deemed to be received bysuch User(s) when sent at the address, email or othercommunication details provided by such User at the time ofregistration, whether in physical or electronic form orimmediately upon publishing of such notice on an area ofthe Platform that is publicly accessible.

11.4 In case of a call from a person asking for access to User account registered with Company, what should User do?

Company urges the Users to beware of fake offers and fraudulent callers/messengers who may impersonate themselves as representatives of the Company. The Company’s authorised representatives will never contact the Users to demand money for prizes or ask for password/PIN/CVV. In the event you are asked for confidential details by anyone posing as the Company’s representatives, please ask them to communicate with you through email and only respond to emails from Superpe. Please see our Anti Phishing communication available on the Platform.

11.5 Can User disclose its communication through calls with the Company to third parties?

All calls to the Company are completely confidential.However, the Users’ calls may be recorded to ensurequality of service. Further, for training purpose and toensure excellent customer service, calls from the Companymay be monitored and recorded.

12. MISCELLANEOUS PROVISIONS APPLICABLE TO AGREEMENT

12.1 This Agreement is governed by the laws of India. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to this Agreement or the Platform shall be subject to the jurisdiction of the courts at Bangalore, India.
12.2 Company shall have the right to assign its obligations and duties in this Agreement to any person or entity.
12.3 The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
12.4 Platform is controlled and operated from India and Company makes no representation that the content, information or materials made available herein are appropriate or will be available for use in other locations. Access and use of this Platform from outside India is entirely at User's sole risk and User agrees and undertakes to be responsible for compliance with all applicable local laws and agrees to release, discharge and absolve Company from any liability or loss in this respect.
12.5 Company reserves the right to introduce and initiate new features, functionalities and components to Platform and/or change, alter, modify, suspend, discontinue or remove the existing ones without any prior notice to you. Further, Company is entitled to discontinue (either permanently or temporarily) one or more of the Services provided or terminate the Platform or charge for Service which were early free of cost, without any prior notice to User.