SMARTBIZ TERMS OF USE

Welcome to the Smartbiz site and or mobile application (the "Site"). Prione Business Services Private Limited ("Amazon" or "we" or "us" or "our") having its registered office located at H-9, Block B-1, Mohan Cooperative Industrial Area, Mathura Road, New Delhi -110044 provides this Site to you subject to the conditions contained herein. Please read these terms of use of the Site ("Terms of Use") carefully. By visiting the Site, you signify your agreement to be bound by these conditions.

These Terms of Use constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Services


The services offered through the Site include various products, solutions and/or services that enable you to create and build your own unique digital storefront hosted on the Site ("Storefront") licensed to you and operated and managed by you, to help you sell goods and services online to your customers ("Service(s)") through such Storefront. As part of the Services in connection with such Storefront, Amazon will enable your access to optional third party software applications, products, services, etc. in the nature of logistics, payments, messaging, digital marketing, inventory sourcing and other such services as may be made available by Amazon only for your convenience on the Site from time to time ("Third Party Services") through third party service providers providing such Third Party Services ("Service Providers"). Service Providers will integrate their offerings with the Site in a manner that will enable you to view and avail such Third Party Services on a real time basis in connection with your Storefront on the Site.

The Third Party Services are enabled by Amazon only for your convenience, and your access to, or use of, any such Third Party Services is solely between you and the Service Provider and is governed by the terms agreed between you and the applicable Service Provider. In addition to these Terms of Use, you also agree to be bound by the additional service-specific terms applicable to the Third Party Services that you avail from, or that are provided by, Service Providers ("Third Party Service Terms").

Any subsequent new features or tools or services which are added to the current Services will also be subject to these Terms of Use.

You agree and acknowledge that:

1.the Services are not a marketplace arrangement, and any contract of sale made through your Storefront is directly between you and the customer. You are the seller of record for all items you sell through your Storefront. You are responsible for the creation, operation and management of your Storefront, your materials, the goods and services that you may sell through your Storefront, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws, or your breach of these Terms of Use;

2. you are solely responsible for the goods or services that you may sell through your Storefront (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations

3. You will not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any applicable laws

4. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any registration, license or permit that may be necessary to operate and manage your Storefront or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Use

5. You acknowledge and agree that the users purchasing the products or the services through your Storefront are your customers

6. Amazon is not and cannot be a party to or control in any manner, the Storefront and sale of goods and services, made available by you through your Storefront. Amazon or any of its affiliates will not be liable or responsible for any loss or damage that you may incur, directly or indirectly, in connection with the sale of the goods and services through your Storefront and any other matter in relation thereto; and

7. Amazon does not operate as a marketplace, facilitator, broker, agent, reseller for transaction between you and your customers

Third Party Services


You agree and acknowledge that:

1. Amazon merely enables Third Party Services on the Site for your convenience and it shall not be responsible for the quality of Third Party Services provided to you by the Service Provider. Any issues or grievances with respect to the Third Party Services shall be directly settled between you and the Service Provider without any involvement or assistance from Amazon. Amazon will not intervene to resolve any of disputes or issues between you and the Service Providers;

2. Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to comply with the Third Party Service Terms and/or privacy policies applicable to the Third Party Services;

3. Amazon does not provide any warranties or make representations to you with respect to the fitness, merchantability, accuracy or your usage of such Third Party Services;

4. Amazon has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on the Site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Amazon. Amazon does not guarantee the availability of Third Party Services; and

5. Third Party Services are not a marketplace arrangement, and any contractual arrangement entered into with the Service Provider is directly between you and such Servcie Provider.

Fees & Taxes


The Services are made available to you at zero cost/ charges considering the promotional rebate granted during the initial promotional offer. Post expiration of promotional offer period, you will be required to pay such fees as maybe communicated by Amazon in writing.

You are solely responsible for raising of valid tax invoices, if applicable, through your own systems or using the point of sales system licensed to you by Amazon, the collection and payment of any and all goods and services tax, import and export duties, income tax, withholding tax, and other taxes, surcharges, levies, fees, additional charges, and duties assessed, incurred or required to be collected or paid together with the filing of all relevant returns, such as goods and services tax, income tax, cesses, levies or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes/ tax collection or deduction certificates, for any reason in connection with or as a result of any sale on your Storefront or your use of the Services. Amazon is not responsible for any such your obligations or liabilities related to the use of Amazon’s Services.

Privacy


Please review our Privacy Notice , which also governs your visit to this Site, to understand our practices. You understand and acknowledge that any information pertaining to your registration on the Site, including without limitation your name, email and address, phone number, employee data will be collected, stored, processed, handled or shared by Amazon solely as a data processor under applicable laws, acting on your behalf and basis directions or authority provided by you. You shall have the right to view, download, edit and / or delete your information using the Site, at your sole discretion, and in accordance with applicable laws.

You acknowledge and agree that you will solely be responsible for ensuring compliance with any privacy or any security practices or actions required/ stipulated under the applicable laws in relation to any customer data either collected by you directly from the customer or collected by us on your behalf, by the use of the Site or the Storefront by such customer.

Electronic Communications


When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright


All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Amazon or its affiliates or its content suppliers and protected by United States, Luxembourg, United Kingdom, India and international copyright laws. The compilation of all content on this Site is the exclusive property of Amazon or its affiliates and protected by United States, Luxembourg, United Kingdom, India and international copyright laws. All software used on this Site is the property of Amazon, its affiliates or its software suppliers and protected by United States, Luxembourg, United Kingdom, India and international copyright laws.

You may not systematically extract/ or re-utilise parts of the contents of the Site without Amazon and / or its affiliate's (as may be applicable) express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this Site, without Amazon and / or its affiliate's (as may be applicable) express written consent.

You may not copy the contents of the Site without the express written consent of Amazon or other content owners.

Trademarks


Amazon, the Amazon logo, and other marks indicated on our Site are trademarks of Amazon or its affiliates in the United States and other countries. Other Amazon graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Amazon or its affiliates. Amazon and its affiliates' trademarks and trade dress may not be used in connection with any product or service that is not Amazon or its affiliates' as applicable, in any manner that is likely to cause confusion among users or in any manner that disparages or discredits Amazon or its affiliates. All other trademarks not owned by Amazon or its affiliates that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Amazon or its affiliates.

License and Site access


Amazon grants you a limited license to access and make personal use of this Site and Storefront and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Amazon and / or its affiliates, as may be applicable. This license does not include any resale or commercial use of this Site or its contents; any derivative use of this Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Amazon and / or its affiliates, as may be applicable. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Amazon or its affiliates without their express written consent. You may not use any meta tags or any other "hidden text" utilizing Amazon's or its affiliates name or trademarks without their express written consent. Any unauthorized use terminates the permission or license granted by Amazon and / or its affiliates. You may not use any logo or other proprietary graphic or trademark of Amazon or its affiliates as part of the link without their express written permission.

Your activity


Your activity on the Site is not intended for use by children. If you are a minor, i.e. under the age of 18 years, you may use the Site only with involvement of a parent or guardian. Amazon and its affiliates reserve the right to refuse service, terminate accounts, or remove or edit content in their sole discretion.

You must not use the Site in any way that causes, or is likely to cause, the Site or access to it to be interrupted, damaged or impaired in any way. You understand that you, and not Amazon, are responsible for all electronic communications and content sent from your computer to us and you must use the Site for lawful purposes only and only in accordance with the applicable law. You must not use the Site for any of the following:

a) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity;

b) for sale or advertisement of any products or services, prohibited or restricted under the provisions of the applicable laws. An illustrative and a non-exhaustive list of such products, content and related services is provided under the Restricted Products list.

c) to send, use or reuse any material that is illegal, offensive, (including but not limited to material that is sexually explicit or which promotes racism, bigotry, hatred or physical harm), abusive, harassing, misleading, indecent, defamatory, disparaging, obscene or menacing; or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam"; and

d) to cause annoyance, inconvenience or needless anxiety.

Your License


If you submit material, and unless we indicate otherwise, you grant Amazon and its affiliates a non-exclusive, royalty-free, irrevocable, perpetual and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media for as long as you are permitted to grant the said license under applicable law. You grant Amazon and its affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content or material that you post or submit or that you otherwise provide on or through the Site; that the content is accurate; that the content is lawful; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Amazon and its affiliates for all claims arising from content you supply. Amazon has the right but not the obligation to monitor and edit or remove any activity or content. Amazon takes no responsibility and assumes no liability for any content submitted by you or any third party.

Services Description


Amazon and its affiliates attempt to be as accurate as possible. However, Amazon does not warrant that descriptions of or other content of this Site is accurate, complete, reliable, current, or error-free. Also, your access to the Site may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new features or at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction. Amazon provides links to other sites over which Amazon has no control. Amazon is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other material on or available from such sites or resources.

Indemnity and Release


You shall indemnify and hold harmless Amazon, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms of Use or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party or out of any aspect of the transaction between you and your customer / Service Providers, including but not limited to refunds.

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

Relationship of Parties


You and Amazon are independent contractors, and nothing in this Terms of Use will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Amazon is not an auctioneer, neither is it an intermediary for transaction between you and your customers, or the Service Provider. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Storefront or otherwise, that would contradict anything contemplated in this section. This Terms of Use will not create an exclusive relationship between you and us.

Disclaimer


THIS SITE IS PROVIDED BY AMAZON ON AN "AS IS" AND "AS AVAILABLE" BASIS. AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. AMAZON RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS SITE AT ANY TIME IN ITS DISCRETION.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, AMAZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AMAZON DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM AMAZON ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AMAZON WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.

Governing Law


By visiting this Site, you agree that the laws of India will govern these Terms of Use and any dispute of any sort that might arise between you and Amazon or its affiliates.

Disputes


Any dispute relating in any way to your visit to this Site shall be submitted to the exclusive jurisdiction of the courts at New Delhi, India.

Waiver


If you breach these Terms of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

Events beyond our reasonable control


We will not be held responsible for any delay or failure to comply with our obligations under these Terms of Use if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

Site Policies, Modification and Severability


Please review our other policies on this Site. These policies also govern your visit to the Site. We reserve the right to make changes to our Site, policies, and these Terms of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions.

Sanctions and Export Policy


You must comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws.