OMSGuru Terms and Services Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING SIGN UP BUTTON OR BY ACCESSING OR USING THE OMSGURU TECHNOLOGY, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE OMSGURU TECHNOLOGY.
This web site (“Site”) is owned and operated by OMSGuru and its affiliates (collectively, “Provider”) and the services (“Services”) provided to you are subject to the following notices, terms and conditions. Unless otherwise agreed in writing with Provider, your agreement with Provider will always include, at a minimum, the terms and conditions set out in this document.
These terms form a legally binding agreement between you and Provider in relation to your use of Provider’s Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”. If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms “You” shall refer to such entity.
Provider may, from time to time, modify, amend, or supplement these Terms, and post those changes on the Terms of Service page. Such modifications, amendments and supplements shall automatically be effective seven (7) days after Provider has posted the modifications. If you do not agree to be bound by (or cannot comply with) these Terms as modified, you agree that your sole remedy is to cease using the Services by canceling your account. Your continued use of the Services constitutes your agreement to be bound by the amended Terms.
You and OMSGuru hereby agree as follows:
You acknowledge that
- Content on the Site is protected by copyrights, trademarks and other intellectual and proprietary rights (“Rights”);
- these Rights are valid and protected in all media and technologies existing now or later developed; and
- except as explicitly provided otherwise, the Terms and applicable copyright, trademark and other laws govern your use of such content. The content and software on this site may be used as a selling management resource. Any other use, including but not limited to the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this Site is strictly prohibited.
Provider, [the Provider logo,] and associated brand names and domain names are trademarks of Provider in the United States and/or other countries. Provider trademarks and trade dress may not be used in connection with any product or service that is likely to cause confusion among customers, or in any manner can be interpreted as business disparagement. All marks not owned by Provider are the property of their respective owners. You may not use, and nothing contained on the Site or in these Terms grants, by implication, waiver, estoppel or otherwise, any right to use, any trademark displayed on the Web Site without the written permission of Provider or the respective owner of such trademark, service mark or logo.
Provider respects the intellectual property of others. Copyright infringement will not be tolerated. If you believe that your work has been copied in a way that constitutes copyright infringement, you may write to OMSGuru’s designated agent for notice of copyright or trademark infringement at the following address:
Attn: Copyright/Trademark Agent
204 Abhishree Complex, Opp. Star Bazaar,
Nr. Jodhpur Cross Road, Satellite,
Ahmedabad, Gujarat 380015, India
SCOPE OF SERVICE
Provider hereby grants You a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services ( which is public cloud hosted order management application ) via the internet. The Services include our website and any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Provider. Provider reserves the right to make changes to the functionality or the documentation of the Site and the provision of Services from time to time. Provider reserves all rights in its name, trademarks, copyrights and any other intellectual property.
You may use the Site and the Service solely to store data, print and display data in the Service. No other use of the Site and the Service by You shall be permitted
You may access the Site and the Service using a single user Account via multiple access points. You may allow Your employees, agents and independent contractors to access the Site via Your Account on Your behalf. However, You agree not to provide any access to Your Account to any third party vendors.
Provider shall perform all necessary server management and maintenance services with respect to the Site and Service at no additional cost to You.
Provider does not guarantee availability of the Site and Service at all times. Provider shall use reasonable efforts to make the Service available to You, at all times through the Site. However, as the Service are provided over the internet, data and cellular networks, the quality and availability of the same may be affected by factors outside Provider’s control. Therefore, Provider shall not be liable for non-availability of the Service at any time. Provider may try and restore access to the Site and the Service on a best reasonable and commercially viable basis.
USE OF THE SERVICE
The Service is a standard off-the-shelf application. Provider does not provide any customization in the platform.
You agree to use the Services solely for the purpose for which the Services are provided, namely order processing, and solely to aid Your business. You shall not sublicense or resell the Service 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 Services, any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy or otherwise objectionable (collectively, “Objectionable Matter”). Provider reserves the right to adopt and amend rules for the permissible use of the Site 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 Provider, as updated from time to time. Provider reserves the right to terminate this Agreement and Your access to the Service, without notice, if You commit any breach of this clause.
As part of the Services, the Site 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 Service and shall remain liable for the legality, reliability, integrity, accuracy and copyright permissions thereto of such data. Provider will use commercially reasonable security measures to protect the User’s data against unauthorized disclosure or use. However, Provider does not guarantee data security. If Your data is damaged or lost, Provider 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 Site or the Services to any third party. You shall not reverse engineer the Service or its software or other technology, circumvent, disable or otherwise interfere with security-related features or any digital rights management mechanisms of the Service. You will not use the Service or the Service to
- build a competitive product or service
- make or have a product with similar ideas, features, functions or graphics of the Service,
- make derivative works based on the Site / Services; or
- copy any features, functions or graphics of the Site /Services.
This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Provider. Provider reserves the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if Provider believes that customer conduct violates applicable law or is harmful to the interests of Provider. Any use of content or descriptions; any derivative use of this Site or its contents; and any use of data mining, robots, or similar data gathering and extraction tools are strictly prohibited. In no event shall the user frame any portion of the Site or any content contained therein. By using this Site, you agree that you will comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.
Provider is an intermediary as defined under the Information Technology Act, 2000. Provider does not monitor or control any data or content uploaded by You to the Service. 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;
- 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.
- Provider reserves the right to suspend or terminate Your access to Your Account if You cause any disruption or harm to the Provider 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 Provider’s employees and agents access Your Account and records on a case-to-case basis to investigate complaints or other allegations or suspected abuse.
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 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 Provider 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. However, if You choose to pay by cheque and deduct TDS on the Fees, You shall be given credit for the amount of TDS deducted. A processing fee of Rs 200/- will be charged to You in case of cheque payments. If Provider changes the Fees payable, Provider shall give You advance notice of these changes via a message to the email address associated with Your Account. Provider 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 initial upgrade amount paid will have validity of 30 days. If customer is unable to go live and start-processing orders in specified period, his account will be disabled and upgrade fees will be adjusted.
Minimum monthly commitment of Rs. 1,000 is required for all accounts. If your account usage is less than Rs. 1,000, then whatever the delta between the usage and Rs. 1,000, will be deducted from the balance as minimum charge adjustment.
Training and support is provided over phone, chat, ticket and email. You can opt for training by paying Rs 4,000 plus tax per 4 hour training slot in advance to the company.
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.
Provider reserves the right to change the fees charged for any product type at any point of time without prior notice.
OMSGURU ACCOUNT HISTORY & DATA
Summaries of your OMSGuru Account activity, including orders processed, payment received, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your OMSGuru Account and your use of the Services, and (b) reconciling all transactional information that is associated with your OMSGuru Account. If you believe that there is an error or unauthorised transaction activity is associated with your OMSGuru Account, you agree to contact us immediately.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. OMSGuru specifically disclaims any liability for Taxes.
You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to your OMSGuru Account only.
PRIVACY OF OTHERS
By using the Services, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Buyer or other third party. You are solely responsible for compliance with any privacy laws applicable to your use of the Services.
We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration, or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If your OMSGuru Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the licence provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Provider shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion of your information or account data.
YOUR RIGHT TO TERMINATE
You may terminate this Agreement and other OMSGuru agreements by closing your OMSGuru Account at any time.
SUSPENSION OR TERMINATION BY US
We may terminate this Agreement or suspend or close your OMSGuru Account for any reason or no reason at any time upon notice to you. We may also immediately (and without notice) suspend or terminate the Services and access to your OMSGuru Account if you (a) have violated the terms of this Agreement, any other agreement you have with OMSGuru, or OMSGuru’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
EFFECT OF TERMINATION
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services.
The Services are licenced and not sold or assigned. OMSGuru reserves all rights not expressly granted to you in this Agreement. The Services are protected by patent, copyright, trademark, trade secret and other intellectual property laws. OMSGuru owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to OMSGuru’s trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place OMSGuru under any fiduciary or other obligation, and that we are free to use the Idea without any compensation to you, and we are entitled to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, OMSGuru does not waive any rights to use similar or related ideas previously known to OMSGuru, or developed by its employees, or obtained from sources other than you.
You agree to defend, indemnify and hold harmless Provider, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
- your use of and access to the Site, Services, and Software;
- your violation of any term of these Terms;
- your violation of any third party right, including without limitation any copyright, property, or privacy right; or
- any claim that one of your submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Site.
THIS SITE, SERVICES, AND SOFTWARE ARE PROVIDED BY PROVIDER ON AN “AS IS” BASIS. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SOFTWARE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE AND THE SOFTWARE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, THE SERVICES, OR THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. PROVIDER DOES NOT PROMISE OR GUARANTY UNINTERRUPTED OR ERROR-FREE SERVICE.
LIMITATION OF LIABILITY
YOU ASSUME THE ENTIRE RISK OF USING THE PLATFORM AND THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE OR ACCESS THE PLATFORM OR THE SERVICES OR FOR ANY SECURITY BREACH OR ANY VIRUS, BUG, UNAUTHORIZED INTERVENTION, DEFECT, OR TECHNICAL MALFUNCTIONING OF THE PLATFORM, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF, OR IN CONNECTION WITH, YOUR USE OF, OR ACCESS TO, THE SOFTWARE OR THE SERVICES. FURTHER, PROVIDER SHALL NOT BE LIABLE TO YOU FOR ANY TEMPORARY DISABLEMENT, PERMANENT DISCONTINUANCE OF THE SERVICES BY PROVIDER, DATA LOSS OR FOR ANY CONSEQUENCES RESULTING FROM SUCH ACTIONS.
PROVIDER’S AGGREGATE LIABILITY, IF ANY, (WHETHER UNDER CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) AND THAT OF ITS AFFILIATES SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED FROM YOU FOR THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE THE CLAIM WAS MADE. DAMAGES, IN THE NATURE, AND TO THE AMOUNT, PROVIDED IN THIS CLAUSE, IS THE ONLY RECOURSE THAT YOU MAY HAVE AGAINST PROVIDER FOR BREACH BY PROVIDER OF ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER.
CLASS ACTION WAIVER
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Provider will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Site, you warrant to Provider that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Site. Provider reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Provider’s sole discretion.
Software available on the Provider or Affiliated Web Site
Software that is made available from the Provider Web Sites (“Software”) is the copyrighted work of Provider and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included as part of access to the Software (“EULA”). You may not use any Software that is accompanied by or includes a EULA unless you first agree to the EULA terms. For any Software not accompanied by a EULA, Provider hereby grants to you, the user, a personal, nontransferable license to access the Software for viewing and otherwise using the Site in accordance with these Terms, and for no other purpose, provided that you keep intact all copyright and other proprietary notices contained in the Software. All Software is owned by Provider and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY SERVER OR OTHER LOCATION FOR REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE EULA.
You shall not transmit to Provider or upload to this Site or the Software any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
You may not use your password for any unauthorized purpose.
You may not use the Site, Services, or Software for activities that:
- violate any law, statute, ordinance or regulation
- relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) ,certain weapons or knives regulated under applicable law
- relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the following Money Service Business activities: the sale of traveler’s checks or money orders, currency exchanges or check cashing,or (g) provide certain credit repair or debt settlement services
- involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent
- violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices
- involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from PayPal and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.