Terms Of Use
This Terms of Use is entered into by and between Gilda Enterprises Pvt Ltd (hereinafter referred to as the “Company”) and the End User.
The Company and the End User shall hereinafter be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require.
WHEREAS:
A. The Company provides a market for various products, where the User can directly purchase different goods through its web application (hereinafter referred to as the “Platform”).
B. The End User is the end consumer, who is using the Platform for the Purpose (defined below).
C. The Parties are desirous to enter into these Terms of Use.
D. In consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, the Parties hereby enter into this Terms of Use on the terms and conditions contained herein.
1. DEFINITIONS AND INTERPRETATIONS AND OVERRIDING EFFECT
1.1 Definitions: The Parties to this Terms of Use hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Terms of Use and whenever such terms are used in this Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:
1.1.1 “Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognized stock exchange of any relevant jurisdiction.
1.1.2 “Event of Default” shall mean any breach of representation, warranties and covenants by the End User
1.1.3 “Dispute” shall have the meaning ascribed to it in Clause 7.4.
1.1.4 “Indemnified Liabilities” shall have the meaning ascribed to it in Clause 5.
1.1.5 “Indemnified Parties” shall have the meaning ascribed to it in Clause 5.
1.1.6 “Person” means and includes an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in her capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.
1.1.7 “Purpose” shall mean the specific purpose in relation to which the Company has agreed to provide services to the End User, and shall not include any ancillary, consequential and/or incidental purposes thereto.
1.1.8 “Vendor” is a person who is making any product and its ancillary services available on the Platform
1.1.9 “Drug” shall have the meaning ascribed to under the Drugs and Cosmetics Act, 1940.
1.1.10 “Cosmetic” shall have the meaning ascribed to under the Drugs and Cosmetics Act, 1940.
1.1.11 “Consumables” means all substances which are fit for human consumption, including but not limited to processed food products, finished food items and raw food products
1.2 General Interpretation
In this Terms of Use, except to the extent that the context otherwise requires:
1.2.1 References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Law;
1.2.2 References to Clauses, are reference to clauses in this Terms of Use unless the context requires otherwise and the recitals to this Terms of Use shall always be deemed to form part of this Terms of Use;
1.2.3 The headings are inserted for convenience only and shall not affect the construction of this Terms of Use;
1.2.4 The masculine gender includes the feminine gender and vice versa.
1.2.5 The singular includes the plural and vice versa.
2. REPRESENTATIONS, WARRANTIES, COVENANTS AND DECLARATIONS BY END USERS
2.1 The End User shall not make use of Platform for any purpose that is violative of Applicable Law.
2.2 The End User agrees, understands, acknowledges and agrees that all information made available by the Company through Platform is on an as-is-as-available basis and there are no implied or express representations and warranties made by the Company in this regard in any manner.
2.3 The Company does not make any implied or express representations, warranties, declarations and covenants in relation to any actions and/or omissions of any other person’s activity, including but not limited to the Vendor.
2.4 The End User understands, agrees, affirms and acknowledges that the Company has merely made available the Platform for the use of the End User and has no control and/or restriction placed over the kind of activity that can be carried out in it.
2.5 The End User specifically represents and warrants that all information provided by her to the Company is true and accurate.
2.6 The End User understands, acknowledges and affirms that the Company has no direct connection in relation to the contractual relationship that is entered into on the Platform between the End User and the Vendor, and the principle of privity of contract is applicable in such an instance.
2.7 The End User understands, acknowledges and affirms that the Vendor shall be the sole liable party in relation to any deficiency of service and/or product quality, as the Company merely lists the products on the Platform without making any implied representations on the merchantability and correctness in relation to any of the products listed on the Platform.
2.8 The End User understands, acknowledges and affirms that the Company does not warrant the compliance of Applicable Law by the Vendors, including but not limited to the compliances and/or the necessary licences in relation to any of the products that are listed on the Platform.
2.9 The End User acknowledges, understands, agrees and understands that the Company has extended a limited, revocable royalty free licence to the End User to use Platform for the Purpose and that the Company holds all right, title and/or interest to any all intellectual property in relation to the Platform, including but not limited to any trademarks and copyrights associated with the user interface, user experience, source code and/or any marketing material.
2.10 The End User represents and warrants that she shall not utilise the Platform (either directly and/or indirectly in any manner whatsoever) to contravene any and all provisions of the Geographical Indications of Goods (Registration and Protection) Act, 1999, along with the rules and regulations made in consonance thereto, in any manner whatsoever.
2.11 The End User represents and warrants that she is above the age of 18.
2.12 The End User understands, acknowledges and affirms that the Company has no connection in relation to contractual relationships that are entered into after Platform has been utilised by any person.
2.13 The End User understands, acknowledges and affirms that Platform is only made available for her own personal use, and not for any other person.
2.14 The End User understands, acknowledges and affirms that the Company does not guarantee the compliance of Applicable Law by any third party service provider and/or other End User on Platform.
2.15 The End User hereby warrants that she has the legal right, power and authority to enter into, deliver and perform these Terms of Use and any other documents executed by her in connection with or pursuant thereto.
2.16 Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the End User specifically represents and warrants that she is not prohibited, in any manner whatsoever, either directly and/or indirectly, to avail any of the services (including but not limited to access to Platform) that have been made available to her by the Company and/or any third party through this Terms of Use.
2.17 Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the End User covenants that she shall not make use of any of the services (including but not limited to access to the Platform) been made available to her by the Company and/or any third party through this Terms of Use, for a purpose that is prohibited under Applicable Law. The End User shall immediately notify the Platform if she becomes aware or has a reasonable awareness that such an event has occurred.
2.18 The End User covenants that she shall not upload viruses or other malicious code to Platform and/or any other computer system connected thereto.
2.19 The End User shall not do anything that could disable, overburden, or impair the proper working or appearance of Platform, the Platform and/are any part thereof and/or services connected thereto, such as a denial of service attack or interference with page rendering or other aspects of operational functionality.
2.20 The End User shall not facilitate and/or encourage any violations of this Terms of Use or any of the policies of the Company.
2.21 The End User shall not create more than one account for Platform.
2.22 The End User shall not create another account on Platform after the Company disables her account, without the permission of the Company.
2.23 The End User shall not copy, reproduce, alter, modify, and/or publicly display any information displayed on Platform, or create derivative works from the Platform to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of the Company or any other third party.
2.24 The End User shall not take any action which is intended, or would reasonably be expected, to harm the Company or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Company.
2.25 The End User specifically covenants that she shall not use Platform and/or any part thereof for any form of commercial use whatsoever without the prior written permission of the Company.
2.26 The End User understands, acknowledges, affirms and agrees that Platform is merely a technology platform that is made available on an as is as available to private individuals who use it at their own discretion and risk and does not fulfil any essential public function.
2.27 The End User agrees, affirms, understands and acknowledges that there has no explicit inducement in a manner for her to use the services of the Company and/or any Vendor, either through Platform or otherwise.
2.28 Notwithstanding anything contained herein, under no circumstances shall the Platform Company be deemed to be an agent of the Vendor or vice versa.
2.29 During use of the Platform, the End User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through a link on the Platform. The End User understands that the links take him off the Platform and are beyond the control of the Company. The End User understands that these links may take him to websites, applications, services and/or platforms that have their own separate terms and conditions as well as privacy policy. The Company shall not be responsible and cannot be held liable for the content and activities of these websites. The End User understands that he visits or accesses these websites, applications, services and/or platforms entirely at his own risk.
2.30 The End User understands, acknowledges, affirms and agrees that it has no control over the production, processing, alteration, storage, ornamentation, colouring, addition/combination of any and all Consumables that are listed on the Platform.
3. RIGHTS OF THE COMPANY
3.1 The Company does not guarantee that Platform and/or any connected computer system/network/service connected thereto, will function on any particular hardware or devices. In addition, all the services envisaged under this Terms of Use rendered by the Company may be subject to malfunctions and delays inherent to the use of the Internet and electronic communications.
3.2 Notwithstanding anything contained herein, the Company does not give any direct and/or indirect guarantee/warranty on the authenticity and/or accuracy of the information provided on Platform and/or any connected computer system/network/service connected thereto.
3.3 Notwithstanding anything contained herein, the Company disclaims all implied covenants, representations and warranties.
3.4 Notwithstanding anything contained herein, it is expressly stated that the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Platform, or that the Platform shall be uninterrupted or error-free.
3.5 The Company disclaims any implied and express warranties in relation to the compliance of Applicable Law by the Vendors, including but not limited to the Legal Metrology Act, 2009, read with Legal Metrology (Packaged Commodity) Rules, 2011.
3.6 If the Company decides to change this Terms of Use, the Company may notify such changes to the End User through the Platform. However, the Company may only notify the End User about those alterations that shall have a direct impact to his/her functionality, interaction and usage of Platform.
3.7 Notwithstanding anything contained herein, the Company does not endorse and/or otherwise promote, in any manner whatsoever, any Vendor and/or her goods and services, and specifically disclaims any and all implied or express representations and/or warranties in relation to their merchantability and correctness.
3.8 The Company reserves to restrict and/or amend functionality provided to any End User on Platform, without cause and/or notice, for any reason whatsoever.
3.9 The Platform Company is not engaged in manufacture for sale, for distribution, selling, stocking, exhibiting, offering for sale or distribution of any Drug or Cosmetic.
3.10 The Platform Company may provide certain offers and/or promotions to the End User during the continuance of their contractual relationship. These offers and promotions can be revoked by the Platform Company at any time for any reason whatsoever, and the Platform Company specifically disclaims any and all warranties in relation to the same.
3.11 Notwithstanding anything contained herein, the Platform Company reserves an unrestricted right to sell its own products through the Platform
4. EFFECTIVE DATE
The Effective Date of this Terms of Use shall be the date of the creation of the account of the End User on the Platform.
5. PAYMENT
5.1 The End User understands all services mentioned herein are subject to the payment terms for specifically described in the Payment Policy (“Payment Terms”).
5.2 Notwithstanding contained herein, all rights, obligations and covenants the payments and settlements in relation any and all transaction on the platform shall be subject to the terms of the payment gateway used for the transaction (“PG Terms”). For avoidance of doubt, in case of any conflict with these Terms (and that of the Refund and Cancellation Policy and the Payment Terms) and that of the PG Terms, the PG Terms shall supersede the terms of this Agreement.
5.3 Notwithstanding anything contained herein, the Platform Company disclaims any implied and express warranties in relation to any payment service partners (including but not limited payment gateways, e-money wallets, etc,) which the End User utilises to make any payments on the Platform.
6. INDEMNIFICATION
6.1 The End User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
6.1.1 any misrepresentation by the End User to the Indemnified Parties,
6.1.2 any misrepresentation of the End User to any Third Party, with respect to the Indemnified Parties,
6.1.3 any direct, incidental and consequential losses suffered by the Company due to any of the actions carried out by the End User on Platform or otherwise.
6.2 The right of indemnification under this Clause 6 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, Applicable Law, and/or equity.7. LIMITATION OF LIABILITY
The aggregate liability of the Company under this Terms of Use with respect to any transaction shall be limited to consideration payable by the End User in relation to such services rendered, which shall be interest free, and does not include any incidental, consequential damages and/or any other indirect monetary consequence.
8. GOVERNING LAW AND JURISDICTION
8.1 This Terms of Use and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India
8.2 This Terms of Use shall be subject to the jurisdiction of the exclusive jurisdiction of courts in Jaipur, Rajasthan
9. TERMINATION
9.1 The Company shall have a right but not an obligation to terminate its engagement with the End User on the occurrence of an Event of Default without notice.
9.2 Notwithstanding the foregoing, the Company shall have the right to terminate this Terms of Use without cause or notice at any time.
10. SURVIVALClause 6 (Indemnification), Clause 7 (Limitation of Liability), Clause 8 (Governing Law and Jurisdiction), Clause 12 (Confidentiality), Clause 13 (Severability), Clause 16 (Waiver) and this Clause 10 and all the definitions associated thereto (whether under this Terms of Use, under Applicable Law, standard industry practices or otherwise) shall survive the termination of this Terms of Use.
11. ASSIGNABILITY
11.1 Except as provided in this Terms of Use, End User shall not be entitled to assign their rights and obligations under the Terms of Use to a Third Party without the prior written consent of the Company.
11.2 The Company reserves the right to assign any all rights, duties, obligations and liabilities, in accordance with Applicable Law, under these Terms of Use to any third party deems fit.
11.3 The Parties shall execute such documents as may be necessary or desirable to give effect to such assignment.
12. CONFIDENTIALITY
12.1 It is hereby clarified that nothing contained herein shall affect the ability of the Company to make disclosure to any governmental authority or any other Person under the provisions of any Applicable Law, and/or the ability of the Company to make disclosures to its lenders, third party contractors and/other associated entities.
12.2 The End User shall not make available any and all information that has been provided by the Company through Platform or otherwise, to any third party other than specifically in due course of fulfilment of the Purpose and in accordance of these Terms.
13. SEVERABILITYAny provision in this Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
14. INDEPENDENT CONTRACTORSThe Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Terms of Use will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
15. SUPPORTIn case the End User faces any issues in relation to all or any part of Platform, she can reach out to support@girls.buzz
16. WAIVER
16.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by Applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative (not in alternate) and do not exclude any and all rights provided by Applicable Law.
17. ENTIRE AGREEMENTThis Terms of Use and Annexures attached thereto, along with the Privacy Policy, the Payment Terms and the Refund and Cancellation Policy, comprises the entire agreement of the Parties hereto with respect to the transactions envisaged under this Terms of Use and Annexures attached thereto and the inter-se rights and obligations of the Parties. For clarification of doubt, it is expressly stated that the Recitals form an inherent part of this Terms of Use.
