Terms of Service

Last updated on 24th March, 2025

Welcome to Fynd Platform!

The website www.platform.fynd.com (“Website”) including the related mobile site “Fynd Platform” (collectively called “Fynd Platform”) are owned and operated by Shopsense Retail Technologies Limited (“Fynd”, “we”, “us”, “our” or “Company”), a company incorporated under the Companies Act, 1956.

The terms and conditions as set out hereinbelow (“Terms”) constitute an agreement between the Company and any natural or legal person (including any legal heirs, administrators or successors) who browses, accesses and/or uses Fynd Platform in any manner, or uses any current and/or future Service(s) (deﬁned hereinafter) or functionality or oﬀer made available on Fynd Platform or creates an Account on Fynd Platform (referred to as “you”, “your” or “Seller”, “User”) , as updated from time to time.

Fynd Platform provides various omnichannel retail software solutions and services, more particularly listed on https://www.fynd.com/, to various brands/clients/merchants (hereinafter, “Service(s)”).

By using or accessing Fynd Platform, you signify your agreement to be bound by these Terms and other policies as may be updated on Fynd Platform from time to time (including but not limited to Privacy Policy, Acceptable Use Policy and any other applicable policies and guidelines) (collectively called “Platform Policies”) along with any schedule(s), addendum(s), annexure(s), Statement Of Work(s) (SOW), Standard Operating Process(es) (SOP), Order Form as may be executed between you and the Company or as may be amended from time to time, which shall constitute your binding agreement, with us (hereinafter “Agreement”).

If you do not agree with any of these Terms or Platform Policies, please do not use Fynd Platform. If you have any questions about these Terms, please contact us at help@fyndplatform.com for assistance. These Terms govern your use of Fynd Platform, transactions and/or dealings by and between you and the Company.

Please note that your access to the services/products in other platforms, as may be provided by us or our aﬃliates, may be governed by such respective platform’s terms and conditions, policies or guidelines (“Additional Terms”) along with these Terms. If these Terms are inconsistent with any Additional Terms, the Additional Terms will control to the extent of such inconsistency with respect to the applicable service or product. These Additional Terms govern your use of such other platform and transaction or dealings thereon.

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as may be applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms & conditions for access or usage of Fynd Platform.

Company and User are hereinafter individually referred to as “Party” and collectively as “Parties”.

GENERAL

1.1. These Terms as set out herein speciﬁcally govern your access and use of Fynd Platform which provides a forum for Sellers to inter alia develop/host their own website / store front and thereupon list their products/goods/consumables/services (“Products”) through Fynd Platform along with other relevant details.

1.2. By accepting this Agreement, you aﬃrm that you are 18 (Eighteen) years of age or above and are fully competent to enter into this Agreement, and to abide by and comply with this Agreement. If you are below 18 (eighteen) years of age, it is assumed that you are using/browsing Fynd Platform under the supervision of a parent or legal guardian and that such parent or legal guardian has read these Terms and agrees with the same, including terms of purchase of Service(s) on your behalf. In the event we are made aware that a User (deﬁned hereinafter) is under the age of 18 years and has been using/browsing Fynd Platform without the supervision of their parent or legal guardian, then in such case, we reserve the right to deactivate such account without further notice. Further, if you are using the Service(s) on behalf of a company or organisation, you represent that you have authority to act on behalf of such entity, and that such entity accepts these Terms.

1.3. We authorise you to view, use and access Fynd Platform solely for Service(s) provided on Fynd Platform. We enable transactions on Fynd Platform for participating stores/merchants/sellers/service providers/ restaurants etc dealing in the business of (a) food and beverages, (b) provisions, consumer goods, consumables etc., and 0.0.1. any other approved products or services (more details in the Acceptable Use Policy).

MODIFICATION

2.1. Please note that we reserve the right in our sole discretion, to update and/or change any portion of these Terms at any time. Every time you wish to use Fynd Platform, please check these Terms to ensure you understand the terms and conditions that apply at that time. Further, please note that we reserve the right to either change the format and/or the content of Fynd Platform or temporarily suspend the operation(s) of Fynd Platform for support or maintenance work, at any time. We may be required to make changes that materially adversely aﬀect your use of the Service(s) or your rights under these Terms at any time and with immediate eﬀect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict Products or activities that we deem unsafe, inappropriate, or oﬀensive.

2.2. Any changes to the Terms will be eﬀective immediately upon posting of such updated terms at this location. We may, in certain circumstances, also require you to provide your consent to the updated Terms in a speciﬁed manner prior for your further use of Fynd Platform. Your continued access to or use of the Service(s) after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing Fynd Platform.

2.3. In case of your violation of any of the provisions of these Terms and/or Platform Policies, we reserve the right to deny access, at any time, including suspension, termination of your membership and/or deletion of your Account (deﬁned hereinafter), until such violation is not cured.

ACCOUNT REGISTRATION

3.1. You agree that the sole purpose of using the Service(s), and/or registering on the Fynd Platform and/or creating an Account, is to avail Service(s) available on Fynd Platform and that you shall not use Fynd Platform for any other purpose other than as mentioned under the Acceptable Use Policy, these Terms, the Agreement and for purposes which are not permitted under the applicable law.

3.2. Registration is a one-time process and is free of cost. In order to avail the Service(s) and/or create a User account, you may be required to provide and/or ﬁll in basic information including your name, phone number, a valid email address, and any other information as required. Post successful submission of required details, you can create or shall be provided login credentials through which you can access the Service(s), subject to the Terms thereof (“Account”).

3.3. Fynd Platform may also provide following ways to register and create an Account :

3.3.1. By signing up to Fynd Platform: A User can create an Account on Fynd Platform by providing basic information as may be required on Fynd Platform viz name, valid email address, or any other information as may be indicated on Fynd Platform from time to time. Following this, an Account with an exclusive username and password (basis your inputs) will be created for the User; or

3.3.2. By using a third-party account: A User can use the login credentials of a third-party account maintained by the User with a third-party service provider (illustratively, Google), in which case User will also be subject to relevant third-party terms and conditions applicable to such third-party account as may be imposed by the relevant third-party service provider from time to time. It may be noted that any fraudulent activity or abuse of your Account due to login via third party account is not attributable to the Company.

3.4. We have the right to reject your application for opening an account or may deactivate an existing Account, for any reason, at the sole discretion of the Company.

3.5. You acknowledge that we will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to us and your Primary Email Address must be capable of both sending and receiving emails. Your email communications with us can only be authenticated if they come from your Primary Email Address.

3.6. You are solely authorized to operate the Account created by you. Consequently, it is your responsibility to maintain the conﬁdentiality of the login credentials of your Account including Staﬀ Account (deﬁned hereinafter) on Fynd Platform and for restricting access to your computer/mobile/other similar devices to prevent unauthorized access to your Account including Staﬀ Account. You shall remain solely liable for all the actions undertaken through your Account including Staﬀ Account.

3.7. You will: (a) immediately inform us of any unauthorized use of the Account including Staﬀ Account or any other security breach; and (b) ensure that you log out of your Account and/or Staﬀ Account at the end of each session. We, our employees, agents, directors, oﬃcers and aﬃliates will not be liable for any losses, direct or indirect, arising from your failure to comply with these Terms. You may be held liable for any losses incurred by us or any other User due to unauthorized use of their Account and/or Staﬀ Account by you. We reserve the right to refuse access to Fynd Platform, terminate fraudulent Accounts, at any time without notice to you.

3.8. Technical support in respect of the Service(s) is only provided to registered Sellers. Questions about these Terms should be sent to us at help@fyndplatform.com

3.9. If you are signing up on Fynd Platform on behalf of your company or organization or employer, then such company/organization/employer shall be deemed to be the User. You represent and warrant that you have the authority to bind such company/organization/employer to these Terms.

3.10. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service(s), use of the Service(s), or access to the Service(s) without the express written permission of Fynd.

3.11. You agree not to access the Service(s) or monitor any material or information from the Service(s) using any robot, spider, scraper, or other automated means.

3.12. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any Products you sell through the Service(s) (including description and price), and any photos, images, videos, graphics, written content, audio ﬁles, code, information, or other data provided or made available by you or your aﬃliates to us or our aﬃliates.

ACCOUNT ACTIVATION

4.1. Upon successful registration of the Account, User shall be the person who is authorized to use the relevant Account in connection with the Service(s). User shall be responsible for ensuring that the name of the User (including the legal name of the company that owns the Sales Channel, if applicable) is clearly visible on the Sales Channel. “Sales Channel” means the online store (whether hosted by Fynd Platform or on a third party website), e-commerce platform(s) owned and managed by Fynd or any storefront built using Fynd Development Kit or Fynd Platform API Documentation or physical retail location(s) associated with the Account.

4.2. If you are signing up for the Service(s) on behalf of your company/organization/employer, then such company/organization/employer will be deemed to be the User. Further, if you are using the Platform on behalf of a company/organisation/employer, you represent that you have authority to act on behalf of such entity, and that such entity accepts these Terms. You may also login into Fynd Platform using the “Company ID” i.e. the login credentials provided by Fynd Platform to your company/organisation/employer.

4.3 Staﬀ Accounts

4.3.1 Based on the subscription and pricing plan, User can create one or more staﬀ accounts (“Staﬀ Accounts”) allowing other people to access the Account (in the “Team” section). Each Staﬀ Account must include a full legal name and a valid email account. With Staﬀ Accounts, the User can set permissions and let other people work in their Account while determining the level of access by Staﬀ Accounts to speciﬁc business information (in the “Roles” section). For example, you can limit Staﬀ Account access to sales information on the “Reports” page or prevent Staﬀ Accounts from changing general store settings.

4.3.2 The User is responsible for: (a) ensuring it’s employees, agents and subcontractors, including those with access to Staﬀ Accounts, comply with these Terms; and (b) any breach of these Terms by the User and /or User’s employees, agents or subcontractors. The User acknowledges and agrees that the User will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any aﬃliates or subsidiaries of User.

COMMUNICATION AND UNSUBSCRIPTION

5.1. By accepting these Terms, you also accept to receive news, updates, oﬀers/ campaign related SMS and emails to the mobile phone number and Primary Email Address provided by you. By accessing and using Fynd Platform and/ or verifying your contact number / Primary Email Address with us; by accepting these Terms; by accepting or receiving and not unsubscribing expressly on the consent availed by us from you via SMS, Email-s, Voice calls, IVR (Interactive Voice Response) or any other modes and methods of communication, you explicitly consent to receive such communications (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any new services or oﬀerings, even if your contact number is registered under the DND/NCPR list under the Telecom Commercial Communications Customer Preference Regulations, 2018.

5.2. The eﬀectiveness, clarity, and timeliness of communications are inﬂuenced by multiple factors. The Company assumes no responsibility for non-delivery, delayed delivery, or any distortion of communication in any manner whatsoever.

5.3. You can unsubscribe/ opt-out from receiving marketing/ promotional communications, newsletters and other notiﬁcations from us at any time by following the instructions set out in such communications or writing to us on help@fyndplatform.com.

SELLER OBLIGATIONS

6.1. You agree to provide true, accurate, up to date and complete information while signing up on Fynd Platform or for any other purpose when prompted or requested to do so on Fynd Platform including any documents that might be required for veriﬁcation purposes.

6.2. For availing the Service(s), you may be required to use certain devices, software, and data connections, which we otherwise do not supply. You are responsible for all carrier data plan and other fees and taxes associated with your use of Fynd Platform.

6.3. You agree that when you use Fynd Platform, you may be involved in the transmission of personal information including but not limited to Account information (collectively "SPI") which falls within the ambit of the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011 and any other law that may be applicable from time to time. However, you acknowledge that Company will not be liable for any disclosure of your SPI as a result of an error in transmission or unauthorized actions of third parties.

6.4. You are prohibited from misrepresenting your identity and agree not to represent yourself as another user or login / register using the identity of any other person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on Fynd Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading, at all times. We shall not be responsible in any manner whatsoever for the authenticity of the personal information or sensitive personal data or information supplied by you to us or to any other person acting on behalf of / representing your organisation or employer.

6.5. You acknowledge and agree to provide correct public-facing contact information, a refund policy, order fulﬁlment timelines and comply with all applicable legal, regulatory and industry standards vis-à-vis your Sales Channel hosted by Fynd Platform.

6.6. You acknowledge and agree that any contract of sale of Products made through your Sales Channel, is directly between you and the end-customer. You are the seller on record for all items you sell by using the Service(s). Fynd Platform shall not be responsible for providing or helping you with any legal, regulatory or industry mandates that is applicable to the operation of your business.

6.7. You are responsible for the creation and operation of your Sales Channel, your Products that you may sell through the Sales Channel, and all aspects of the transactions between you and your end-customer. This includes, but is not limited to, authorizing the charge to the end-customer in respect of the end-customer’s purchase, refunds, returns, fulﬁlling any sales or customer service, making required legal disclosures, ensuring regulatory compliance, addressing alleged or actual violation of applicable laws, fraudulent transactions, or your breach of these Terms. The Company does not have any control or does not determine or advise in any way or involve itself in the oﬀering or acceptance of such commercial/contractual terms between the end-customer and Seller. The Company may, however, oﬀer support services to Sellers with respect to order fulﬁlment, logistics, third party payment service provider integration in the Sales Channel and other ancillary services, pursuant to the understanding between Company and the Seller. The price of the Products oﬀered by the Seller are solely determined by the Seller itself and Company has no role to play in such determination of price in any way whatsoever.

6.8. You represent and warrant that your Sales Channel and the Products you sell through the Sales Channel will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Fynd Platform will not be the seller or merchant or record and will have no responsibility for your Sales Channel or items sold to end-customer through it.

6.9. The Company is operating as an online intermediary and assumes the role of facilitator and does not at any point of time during any transaction between the end-customer and Seller on Fynd Platform, come into or take possession of any of the Products oﬀered by Seller. Company is only providing a platform for communication, and it is agreed that the contract for sale of any of the Products shall be a strictly bipartite contract between the Seller and the end-customer. At no time shall the Company hold any right, title or interest over the Products, nor shall the Company have any obligations or liabilities in respect of such agreement of sale entered into between end-customer and Seller.

6.10. You may not use the Service(s) for any illegal or unauthorized purpose nor may you, in the use of the Service(s), violate any laws in your jurisdiction or the laws applicable to you in your end-customer’s jurisdiction. You will be solely responsible to comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Sales Channel) in your use of the Service(s) and your performance of obligations under these Terms.

6.11. You agree and understand that the Company will not be responsible for any unsatisfactory or non-performance of Service(s). Also, Company will not be responsible for damages or delays caused by you on the Sales Channel, as a result of any shortcoming at your end in fulﬁlling the end-customer’s expectations.

6.12. You may list and provide the details of the Products oﬀered for sale to the end-customer as a registered User on Fynd Platform, however you shall not be permitted to sell any Product that fall under the list of banned items identiﬁed by the Company from time to time or are otherwise prohibited for sale under applicable law (more details – Acceptable Use Policy).

6.13. You agree and undertake that you are legally permitted to sell the Products listed for sale on Fynd Platform. Listings may only include text descriptions, graphics and pictures that describe your Products for sale. All listed Products must be listed in an appropriate category on Fynd Platform and must be in compliance with applicable law(s).

6.14. You hereby agree and undertake that descriptions, images, and other content pertaining to the Products is complete and accurate, and corresponds directly with the appearance, nature, quality, purpose and other features of such Products.

6.15. The listing description of the Products must not be misleading and must describe the actual condition of the Product. If the Product description does not match the actual Product, you agree to refund any amounts that you may have received from the end-customer.

6.16. You shall not abuse or misuse Fynd Platform or engage in any activity which violates these Terms. Further, you shall not engage in any activity that may have a detrimental eﬀect or may create an adverse impact on Fynd’s business or goodwill. In any such case, the Company may suspend your account or permanently debar you from accessing Fynd Platform.

6.17. You hereby agree in not engaging in any unfair trade practice viz manipulating price of Products or imposing unjustiﬁed price.

6.18. You hereby agree to be solely responsible for any dispute and liability that may be raised by end-customer relating to the quality, quantity, merchantability of Products sold by you on your Sales Channel.

6.19. Fynd Platform API Terms govern your access to and use of Fynd Platform API documentation (as deﬁned therein). You are solely responsible for the activity that occurs using your API Credentials (as deﬁned in the API Terms) and for keeping your API Credentials secure.

6.20. We respect the intellectual property of others and expects you to do the same. We reserve the right to remove content alleged to be infringing any other person’s intellectual property rights, without prior notice, at our sole discretion, and without any liability to you. We will respond to notices of alleged infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please report this at help@fyndplatform.com.

6.21. You conﬁrm that these Terms hereunder will not conﬂict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which you are a party or by which you are bound or to which any of your property or assets are subject, conﬂict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any Authority that would materially and adversely aﬀect the performance of your duties hereunder. You have obtained all consent, approval, authorization of authority required for the execution, delivery and performance of your respective obligations hereunder. If the Company suﬀers any loss or damages or a claim is made by any person against the Company or Fynd Platform, as a result of a breach or default or contravention on your part of this Agreement, you agree to forthwith upon delivery of notice by the Company, make good such losses or damages or claim amounts suﬀered by the Company.

6.22. You conﬁrm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other authority which would prohibit your entering into or performing obligations under this Agreement.

6.23. You acknowledge that Fynd shall enter into multiple agreements with its aﬃliates and partners and in case if you opt to avail any service(s) from our aﬃliates and/or partner, in order to promote and boost customer engagement on your Sales Channel or Service(s) availed by you, you hereby provide your consent to Fynd to share your Product information and other details to its aﬃliates and/or partners on a strictly need-to-know basis.

6.24. You conﬁrm that you shall not transfer your Account and shall not assign any rights and obligations under the Terms to any third party without the speciﬁc prior written permission of the Company.

6.25. You shall not abuse or misuse Fynd Platform and/or the Service(s) or engage in any activity which violates these Terms. In any such case, the Company may suspend your Account or permanently debar you from accessing Fynd Platform and/or the Service(s).

6.26. We authorize you to view and access Fynd Platform and/or the Service(s) solely for your personal use and/or to the extent required to meet the needs of your business, provided you comply with these Terms. However, in no circumstances can you commercially exploit Fynd Platform and/or attempt to copy, duplicate or sublicense Fynd Platform or Service(s) to derive a ﬁnancial beneﬁt. You will also refrain from any actions that endanger the functionality or operation of Fynd Platform. In particular, the User is prohibited from carrying out any actions that scan or test weak points of Fynd Platform, Service(s), software, bypass security systems or access systems of the software or integrate malware into Fynd Platform.

6.27. You agree not to work around, bypass, or circumvent any of the technical limitations of Fynd Platform, including using any tool to enable features or functionalities that are otherwise disabled on Fynd Platform and/or in the Service(s), or decompile, disassemble or otherwise reverse engineer Fynd Platform.

6.28. You shall not create derivative works based on the whole or any part of the Service(s).

6.29. You represent and warrant that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. It is essential that you strictly comply with all relevant trade laws, export control laws. Any use of our Service(s) for purposes that contravene the stipulations of pertinent trade laws is expressly forbidden. Additionally, your Products should refrain from including material or information that necessitates a government license for release or export, or misrepresentation forming that the Products have any environmental claims.

PAYMENT OF FEES & INVOICING

7.1. Fynd Platform may oﬀer User free of cost, limited usage of its Service(s) with limited features on Fynd Platform (“Trial period”). In order to fully avail the Service(s), User shall be required to choose and subscribe for an appropriate subscription plan (“Fees”).

7.2. Fynd Platform oﬀers diﬀerent types of annual subscription plans as may be available on https://platform.fynd.com/pricing, and/or as may be agreed in the Order Form executed between the Parties and/or as may be updated from time to time.

7.3. For any and all transactions between Seller and its end customer, the Company shall charge the Seller a certain fee (“Transaction Fees”). This fee may either be a separate charge or included as part of the overall Fees.

7.4. You agree that the Transaction Fee is subject to change, and such change shall be as mutually agreed between you and the Company in writing or shall be published on Fynd Platform from time to time.

7.5. Furthermore, in case of any add-ons in the Service(s), the User shall be separately charged for the same, as agreed between the Parties in the respective Order Form, Service Order, SOW, addendum etc, on the payment terms as may be agreed thereon.

7.6. Furthermore, in case of any overage usage of Service(s) by a User, the User shall be proportionately charged for the remainder of the Term on the payment terms as may be agreed thereon.

7.7. Unless otherwise agreed, the User is required to pay the Fees within 7 (seven) days from the date of receipt invoice thereof. However, in case of failure in clearance of the invoice within the prescribed timeline, Company reserves the exclusive right to suspend the Service(s). Such suspension shall be subject to restoration of the Service(s) in the event of payment of all the outstanding due(s) including interest, collection cost, etc. by the User.

7.8. User may pay the Fees by using the methods of payment as may be available, published, communicated and/or updated by the Company and/or as available on Fynd Platform from time to time. Fees will be regarded as paid only upon receipt of payment conﬁrmation from the Company. The Service(s) will be available to the User promptly after User has paid the Fees.

7.9. Please note that the Company does not have any cancellation and/or refund policy with respect to the Fees already paid by the User.

7.10. In case of any subscription plans, User may also have the option to upgrade the existing subscribed plan(s). In case of any upgrade in the existing subscribed plan(s), any increase in the Fees shall be adjusted in the subsequent month’s billing cycle.

7.11. The Company reserve the right to introduce new services, features, update Fees etc. including any premium or paid services or modify or discontinue any existing Service(s) and/or features provided on Fynd Platform. Any additional feature developed by the Company on Fynd Platform, in the future, shall be subject to its own pricing or fee structure depending upon its own parameters.

7.12. All Fees shall be exclusive of any applicable statutory taxes, levies, fees or charges, imposed by the government as per the applicable law, now in force or enacted in future (“Taxes”). Unless otherwise agreed between the Parties, User will pay all Fees and applicable taxes in a timely manner and in compliance with Fynd Platform pricing schedule and/or any written document as may be mutually agreed between the Parties and User will reimburse the Company for interest and collection costs resulting from overdue payments, if any.

7.13. For the avoidance of doubt, all Fees payable by User to Fynd Platform, under these Terms, will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Fynd Platform to User and remitted to the appropriate tax authorities on User’s behalf, any deductions or withholdings that are required by law will be borne by the User and paid separately to the relevant taxation authority.

7.14. User will be solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale to end-customer, on the Sales Channel or User’s use of the Service(s).

7.15. While availing any of the payment method/s available on Fynd Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:

i. Lack of authorization for any transaction; ii. Exceeding the preset limit mutually agreed by you and between you and the bank; iii. Any payment issues arising out of the transaction; or iv. Decline of transaction for any other reason.

7.16. You acknowledge and agree that any foreign exchange (Forex) transaction fee incurred by the Company, in relation to the payments made under this Agreement shall be borne solely by you. This includes but is not limited to any currency conversion charges, bank fees, or other ﬁnancial charges associated with transferring funds across diﬀerent currencies.

7.17. You shall ensure that in case of invoice raised by the Company, it must be paid in full without any deductions of any Forex transaction fees, and any levy of such fees shall not be considered as a valid reason for any delay or non-payment of any invoice by the you. The User agrees to indemnify and hold harmless the Company from any losses, claims, or liabilities arising due to Forex transaction fees or related ﬁnancial charges incurred by the Company in connection with this Agreement.

7.18. You acknowledge and agree that you shall not use the details of credit card/debit card/net-banking or any other payment instrument which is not lawfully owned by you.

7.19. All payments made for the Service(s) on Fynd Platform can be made either in Indian Rupees (INR) or United States Dollars (USD) or as may be agreed between the Parties. Fynd Platform shall not facilitate transaction with respect to any other form of currency with respect to the purchases made on it.

7.20. Your relationship with the Company is on a principal-to-principal basis and by accepting these Terms, you agree that the Company is an independent contractor for all purposes and does not have control of or liability for the Products that are listed via Fynd Platform. The Company does not guarantee the identity of any end-customer, nor does it ensure that an end-customer or a Seller will complete a transaction.

7.21. You agree that for process related to payment of invoice(s), collection, settlement, disbursement of any online and/or oﬄine payment(s) received from the end-customers via the Sales Channel, you shall be governed by the Payment SOP, provided under these Terms.

PAYMENTS SOP

8.1. Oﬄine Payment Collection: In case of Seller opting for Cash Management Services (CMS), Fynd shall ensure provision of a third-party delivery partner who shall provide such CMS service to the Seller i.e. collect the payments against COD orders from the end customer, on behalf of the Seller.

In case of Seller opting to avail Service(s) to list on Fynd’s e-commerce marketplace viz. https://www.gofynd.com/ , the settlement shall be done within T+10 days, where “T” is the date of completion of return window period i.e. 7 days post-delivery of the Product(s);
In any other cases, the settlement of such COD order value collected shall be done within T+10 days, where “T” is the date of Order delivered.

8.2. Prepaid Payment Collection & Refund: As per the Payment Partner terms.

8.3. In case of Seller opting for processing of COD order refunds, Seller shall instruct Fynd with respect to the details of refund value, payee’s information and any other information as may be required for Fynd to facilitate the refund through its payment partner. Seller shall be obliged to provide timely instructions with accurate information for COD order refunds. Fynd shall not be liable in any case with respect to the instructions mandated by the Seller.

TAX COMPLIANCES

9.1. Tax Deducted at Source (TDS)

9.1.1. In case if the Company is providing Service(s) in the form of an e-commerce marketplace, it shall deduct TDS as per section194-O of the Income Tax Act, 1961 on gross transaction value of the Product, as per the applicable rate in force; and

9.1.2. In all other case, Seller shall pay the TDS on Fees as applicable, to the government on behalf of the Company & certiﬁcate for the same will be shared periodically (within 45 days from the end of every quarter) to the Company, for reimbursement of the same.

9.2. Goods and Service Tax (GST)

9.2.1. You agree that, in case if the GST regime applies to you, then you shall require registration in accordance with the applicable statute and to remain compliant at all times with such statute. You agree to share the registration number, GST certiﬁcate or other unique ID/ number and GST registered address, with the Company, whenever demanded, in order to ensure compliance.

9.2.2. If you are an unregistered dealer or a composition dealer, you are strictly prohibited under CGST/ SGST /IGST Act 2017, from conducting interstate transactions through the Fynd Platform or any other e-commerce marketplace. In case you want to list on any e-commerce marketplace then you need to provide an UIN (Unique Identiﬁcation Number) from the GST portal.

9.2.3. In case you are engaged in export of Products using the Platform, you shall be required to submit us a Letter of Undertaking (LUT) and/or any other documents/certiﬁcations as may be required by us from time to time.

9.2.4. For the purposes of this Agreement, GST shall include the Central Goods and Services Tax (“CGST”), the State Goods and Services Tax (“SGST”) / Union Territories Goods and Service Tax (“UTGST”) and/or the Integrated Goods, Services Tax (“IGST”) and GST Compensation Cess (“Cess”) as may be applicable.

9.2.5. To the extent Company is providing Service(s) of an e-commerce marketplace, Company shall deduct TCS as per section 52 of the GST Act or any other amendments thereof, by applying the rate in force and remitting the same to the government on timely basis.

9.2.6. Company shall remit the GST so charged (as applicable) from Seller, subject to a valid invoice / debit note, to the appropriate government authority and ﬁle GST returns as prescribed, within the statutory timelines, mentioning all appropriate and relevant information including GST registration details as provided to Company by you on the Fynd Platform. The Seller shall be solely responsible for furnishing accurate and complete information, including the correct GST registration number. The Company shall not be liable for any delays, penalties, or other consequences arising from errors, omissions, or inaccuracies or any other faults attributable to the Seller in the information provided.

9.2.7. The Seller is required to inform the Company about GST credit issues within the statutory timelines. Failure to do so will absolve the Company of any responsibility for the loss of GST credit.

9.2.8. If Seller has already paid the Fees and there is a decrease in any such Fees on account of valid discount as agreed or any other reason, then the Company will issue to Seller, a credit note for the diﬀerential amount. The credit note should be issued in accordance with applicable law. Seller shall, upon receipt of credit note, ensure to reverse the GST credit to the extent of GST shown in the mutually agreed credit notes issued by the Company in its valid return.

9.2.9. If there is an increase in the Fees due to provision of additional deliverables and/or services, then Company will issue to Seller a debit note for the diﬀerential amount. The debit note should be issued in accordance with applicable law.

9.3. Tax Proceedings. Seller shall undertake the responsibility for the periodic ﬁling of taxes to the statutory tax departments as mandated under the applicable law, from time to time. Seller agree that in the event any enquiry, scrutiny, audit, assessment or any other tax proceedings are initiated against Company in respect to this Agreement, Seller shall fully support and cooperate each other by furnishing the relevant information and documents, related to the supplies provided under this Agreement, on a timely manner as may be required by Company.

9.4. Change of Law. As and when there is any change in the GST and Income Tax rules, acts, regulations on input credit, Company shall update the relevant clause of this Terms on Fynd Platform for your update and notice.

9.5. You acknowledge that for all the invoice(s) raised by the Seller upon the end-customer, Seller would be responsible for collecting GST directly from the end-customer and shall be depositing the same to the government.

9.6.You hereby acknowledge that Seller shall be responsible for;

i. E-invoicing (if in case you crosses the applicable threshold limit under the law);

ii. HSN/SAC code determination;

iii. Rate classiﬁcation of the Product;

iv. Dynamic QR Code (if in case you crosses the applicable threshold limit under the law);

v. Speciﬁc/applicable taxes on Product(s);

vi. Adding correct GST number of your store on Fynd Platform; and

vii. Correct tax rate & tax heads such as CGST and SGST/IGST on the invoice raised to the end-customer.

viii. In the event of any breach of these guidelines, you shall bear sole and absolute responsibility for all resulting non-compliance, including any statutory, regulatory, or other compliance liabilities, without exception.

9.7. Export Transactions/Sales: In case of Service(s) being availed in jurisdiction outside India, the Service(s) shall be classiﬁed as “Zero-Rated” Service(s), as stipulated under section 16(1) of the Integrated Goods and Service Tax Act 2017. This categorization implies that when a Seller avails the Service(s) in jurisdiction outside India, the Company is not liable to pay any taxes for it.

TERM

The Term of this Agreement shall commence on the earlier of (i) the date you complete your Account registration on Fynd Platform, or (ii) the date of signing any separate document viz Order Form by both Parties. The Agreement shall continue unless otherwise terminated by either or both Parties in accordance with clause 11 (Breach and Termination).

BREACH AND TERMINATION

11.1. In case if you wish to deactivate your Account and/or terminate the Service(s) and/or this Agreement, You are required to notify us 60(sixty) days prior of your intention to deactivate and/or terminate your Account, Service(s) and/or the Agreement, by contacting us at help@fyndplatform.com and then following the speciﬁc instructions indicated to you by us.

11.2. Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems ﬁt, limit your activity on Fynd Platform, immediately remove your information, forthwith temporarily/indeﬁnitely suspend or terminate or block your Account, and/or refuse to provide you with access to Fynd Platform or initiate any legal action it may deem ﬁt, particularly in the following event:

11.2.1. a material breach of these Terms, omission, non-performance, violation of these Terms or the documents and/or any Platform Policies by you and/or your employees, agents, sub-contractors (including the Acceptable Use Policy) and you have failed to remedy the same within a period of 15 (ﬁfteen) days from the date of receipt of a notice of breach from us;

11.2.2. breach any of the provisions of any other agreement between the Company and you in addition to these Terms;

11.2.3. Misuse of the Account including Staﬀ Account by you, your employees or agents;

11.2.4. the Company is unable to verify or authenticate any information including KYC details, provided by you;

11.2.5. the Company believes that your actions may cause legal liability to the Company, other users or yourself;

11.2.6. You fail to make the respective payment of Fees due to Company for a period exceeding 1 (one) month;

11.2.7. You do not possess / produce the requisite legal or compliance document(s), license(s), certiﬁcation(s), registration(s), required to sell or oﬀer certain Products on the Sales Channel;

11.2.8. the Company suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent or criminal activity in connection with the use of the Service(s); and

11.2.9. You have ﬁled a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up.

11.3. You understand and acknowledge that, in case you opt in for any plug-in(s) or extension(s) services of any third party on Fynd Platform; then you shall be additionally governed by the terms of such third party, for the Service(s) you have opted for. You further acknowledge that in case the agreement or understanding between Company and such third party is terminated due to any reason, then your services with such third party shall also be terminated immediately.

11.4. In case your access or use of the Service(s) is terminated for any of the reasons mentioned hereinabove, Company and its personnel shall not be liable for any damages, losses, direct, indirect, immediate or remote, interests or claims that may occur to you or to any third party.

11.5. You agree and acknowledge that we, in our sole discretion, without prior notiﬁcation or intimation, may terminate your access, to all or part of Fynd Platform, or cease to provide accessibility to Fynd Platform, for reasons including but not limited to:

11.5.1 In response to the requests of law enforcement agencies or other government institutions;

11.5.2 In response to your own request;

11.5.3 Unforeseeable technical issues; and

11.5.4 Occurrence of an event outside our control.

11.6. No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your Account has been suspended or blocked, you may not register or attempt to register on Fynd Platform or use Fynd Platform in any manner whatsoever. Notwithstanding the above, if you breach the Terms or the Platform Policies or other guidelines incorporated therein by reference or any other agreements/Additional Terms entered into by the Company and you in addition to these Terms, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.

11.7. Without prejudice to any other rights of the Company, a suspended Account shall continue to remain suspended until you make the complete outstanding payment including interest, claims, compensation, damages, etc. if any, or rectify the non-compliance / breach / default, during the Term.

11.8. You will be responsible for any breach of these Terms by your aﬃliates, agents or subcontractors and will be liable as if it were your own breach.

11.9. All your obligations and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

11.10. Consequences of Termination. Upon such termination of this Agreement by either Party for any reason:

11.10.1. We shall revoke your access to the Account, discontinue the Service(s) and take custody or control of your Account, remove the links, discontinue display of your Products on the Sales Channel hosted through Fynd Platform as well as disable the Sales Channel;

11.10.2. Both Parties shall cease to use and return any/all intellectual property, conﬁdential information (if any) that belongs to the other Party;

11.10.3. Both the Parties shall endeavour to perform respective obligations up to the date of termination in business-like manner;

11.10.4. If there are any outstanding Fees or dues owed by you until the eﬀective date of termination of the Service(s), you will receive one ﬁnal invoice via email, which you must settle immediately within 7 (seven) business days from the date of such invoice;

11.10.5. Both Parties will be regarded as discharged from any further obligations upon expiry of date of termination under this Agreement, only after due payment of Fees by you to the Company;

11.10.6. All existing Order Forms, Service Orders, SOWs etc shall stand terminated from the last date of termination.

11.11. Unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise, if any paid.

REPRESENTATIONS & COVENANTS

12.1. Seller Representations. Seller represents and warrants as follows:

12.1.1. Complete responsibility of the Product and all liability related to the Products shall solely vest with the Seller and that Seller shall be solely responsible to the end-customer for the sale or oﬀering of its Products including but not limited to its timely dispatch/provision to the end-customer;

12.1.2. The Products listed by Seller through Fynd Platform, are owned by the Seller or are duly licensed to the Seller since Fynd Platform is merely a facilitator providing its listing services to enable online sale or oﬀering of the Seller’s Products;

12.1.3. The Products shall be in a merchantable condition and such Products shall conform to the quality standards prescribed under applicable law, if any.

12.1.4. Any information provided by the Seller, together with Products concerning quality, purpose, user’s guide and operating instructions, descriptions, accompanying certiﬁcates or any other papers for the Products are correct, not misleading and complete in all material respects and end-customers shall have the unconditional right to use the user’s guide, operating instructions, descriptions and other papers / images.

12.1.5. The Products are genuine, defect/deﬁciency free and not counterfeits.

12.1.6. The Products shall, at the time of delivery to the end-customer (i) be free from material defects; and (ii) be manufactured in accordance with good manufacturing practice and applicable law (such warranty being referred to as the “Product Warranty”); and (iii) have a minimum shelf life in accordance with the best industry standards or any other period as prescribed under applicable law, from the date of receipt of the Products by the end-customer, wherever applicable.

12.1.7. Seller acknowledges and undertakes that any promotional oﬀer/campaigns run by Fynd via Fynd Platform is to attract end customers to Products listed on Fynd Platform and that the Seller shall not indulge in any direct or indirect act or conduct to gain any wrongful gains from the said promotional oﬀer/campaigns. Further Fynd shall not require any written consent from the Seller, during the term of this Agreement to promote oﬀers and discounts to engage end customers, promote the brand, Products, Seller’s service on various social media platforms.

12.2. Seller Covenants.

Seller covenants and undertakes that (a) all information provided to Fynd Platform is true, accurate, current, and complete; (b) they shall maintain the secrecy of the login credentials to the Account provided by Fynd Platform, at all times, and upon breach of such secrecy, immediately intimate Fynd Platform (by way of email at help@fyndplatform.com) to block such Account; (c) they shall make timely payment of Fees to Fynd Platform; (d) they shall refrain from any misuse, damage, destruction or any form of unauthorized use of the Service(s) on Fynd Platform at all times, during and after the Term.

DISCLAIMER OF WARRANTIES, INACCURACIES & ERRORS

13.1. We will try to ensure that all information and recommendations, whether in relation to the Service(s), oﬀerings or otherwise (hereinafter “Information”) is correct at the time of inclusion on Fynd Platform. We do not guarantee the accuracy of the Information. We make no representations or warranties as to the completeness or accuracy of Information. Due to the vagaries that can occur in the electronic distribution of information and due to the limitations inherent in providing information obtained from multiple sources, there may be delays, omissions, or inaccuracies in the content provided or delay or errors in functionality of Fynd Platform. As a result, we do not represent that the Information posted is correct in every case.

13.2. You agree that Information is being supplied to you on the condition that you will make your own determination as to the suitability of such Information for your purpose prior to use or in connection with the making of any decision. No Information on Fynd Platform shall constitute an invitation to invest in us or any aﬃliates. Any use of Fynd Platform or the Information is at your own risk. Neither we, our aﬃliates, nor their oﬃcers, employees or agents shall be liable for any loss, damage or expense arising out of any access to, use of, or reliance upon, Fynd Platform, the Information, or any third-party website linked to Fynd Platform. We are not responsible for the content of any third-party sites and do not make any representations regarding the content or accuracy of material on such sites. If you decide to access links of any third-party platforms, you are doing so entirely at your own risk and expense.

13.3. We expressly disclaim all liabilities that may arise as a consequence of any unauthorized use of credit/ debit cards by a User or end-customer.

13.4. The Company disclaims all liability with respect to Products, its design, description, functions, conditions, manufacturing, selling and ﬁnancial obligations, including warranties, guarantees etc oﬀered by the Seller via Fynd Platform.

13.5. We do not warrant that the Service(s) will be uninterrupted, timely, secure, or error-free, as Fynd Platform may be under constant upgrade and maintenances. However, we shall endeavour to notify you in case of any scheduled upgrade and/or maintenances, that may materially aﬀect your Service(s).

13.6. You understand that the results obtained from the use of the Service(s) may not be accurate or reliable. It is imperative for you to assess the results for accuracy and reliability for your speciﬁc use cases.

13.7. We are not responsible for any of your tax obligations or liabilities related to the use of Fynd Platform’s Service(s).

13.8. We shall not be liable to you or anyone else for any losses or injury arising out of or relating to the information provided on Fynd Platform. In no event will we or our personnel be liable to you or any third party for any decision made or action taken by your reliance on the content contained on Fynd Platform.

13.9. In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost proﬁts, lost data, reputation, or business interruption), resulting from any services provided by any third party or merchant accessed through Fynd Platform, whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

13.10. As means to assist the Users in identifying the Service(s) of their choice, we may provide visual representations on Fynd Platform including graphics, illustrations, photographs, images, videos, charts, screenshots, info graphics and other visual aids. While reasonable eﬀorts are made to provide accurate visual representation, we disclaim any guarantee or warranty of exactness of such visual representation or description of the Service(s), with the actual Service(s) ultimately delivered to Users. The appearance of the Service(s) when delivered may vary for various reasons.

13.11. Nothing contained herein is to be construed as a recommendation to use any service, process, equipment, or formulation, in conﬂict with any patent, or otherwise and we make no representation or warranty, express or implied that, the use thereof will not infringe any patent, or otherwise.

13.12. We do not covenant or provide any representations and warranties in respect of quality, suitability, accuracy, reliability, performance, safety, merchantability, ﬁtness for a particular purpose/consumption, the Content (including Service(s) or pricing information and/or speciﬁcations) on Fynd Platform;

13.13. We do not assume any responsibility for the proceedings undertaken by an aggrieved end-customer against you in the event of your non-adherence with the applicable law and/or any data protection laws and obligations. However, in the event of a complaint from an end-customer, you shall be obligated to answer queries on the non-adherence to the applicable law including but not limited to the Legal Metrology Act, failing which we can temporarily/indeﬁnitely suspend/terminate/block/with-hold your Account, at our own discretion.

13.14. FYND PLATFORM AND THE SERVICE(S) ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE, FOR OURSELVES AND ANY THIRD-PARTY PROVIDING MATERIALS, SERVICE(S), OR CONTENT TO THIS WEBSITE(S), MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO FYND PLATFORM, THE INFORMATION OR ANY PRODUCTS OR SERVICE(S) TO WHICH THE INFORMATION REFERS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE SITE, INCLUDING BUT NOT LIMITED TO, YOUR USE OF FYND PLATFORM OR YOUR INABILITY TO USE FYND PLATFORM, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT WARRANT THAT FYND PLATFORM AND/OR THE SERVICE(S) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THE RESULTS OF USING FYND PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF FYND PLATFORM AND/OR THE SERVICE(S) IS SOLELY AT YOUR OWN RISK.

13.15. It is possible that other Users (including unauthorized Users or 'hackers') may post or transmit oﬀensive or obscene materials on Fynd Platform and that you may be involuntarily exposed to such oﬀensive and obscene materials. It is also possible for others to obtain personal information about you due to your use of Fynd Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using Fynd Platform, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on Fynd Platform. Please carefully select the type of information that you publicly disclose or share with others on Fynd Platform.

INTELLECTUAL PROPERTY RIGHTS

14.1. Each Party shall, solely and exclusively own worldwide, in perpetuity, including renewal and extension periods, their respective Intellectual Property and nothing in this Agreement shall be construed as conferring ownership of the Intellectual Property rights to other Party in any manner whatsoever.

14.2. Notwithstanding anything contained in this Agreement, the Intellectual Property rights in the software solution(s) including routines, data structures, protocols, programs, templates, interfaces, application programming interfaces, software development kits, code/scripts, developer tools, technical documentation, updates, and other related materials, whether tangible or intangible, that has been made available to you by the Company including Fynd Platform, Account and/or Staﬀ Account or any other products/services or deliverables created and developed by Fynd (“Fynd’s Proprietary Rights”) either before or after your acceptance of these Terms, shall exclusively vest with Company, in perpetuity.

14.3. You recognize that Fynd is the registered owner of Fynd Platform, the word mark ‘Fynd’ and the logo, trademark, if any, including but not limited to its variants and you shall not directly or indirectly, attack or assist another in attacking the validity of, or Fynd’s or its aﬃliates’ proprietary rights in, the licensed marks or any registrations thereof, or ﬁle any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of Fynd’s Proprietary Rights, you shall report the same at help@fyndplatform.com with all relevant information.

14.4. Fynd hereby grants to you, for the Term, a non-exclusive, non-assignable, non-sub-licensable and revocable license to use Fynd’s Proprietary Rights or any other rights only to the extent as may be speciﬁcally allowed by Fynd in writing and as per these Terms.

14.5. Except as speciﬁed hereinabove, nothing contained in this Agreement shall be construed to grant any rights and title to the User in Fynd’s Proprietary Rights.

14.6. In addition to any other remedies available to Fynd under this Agreement or otherwise, any unauthorized use, alteration, modiﬁcation, reproduction, publication, disclosure or transfer of Fynd’s Proprietary Rights will entitle Fynd to any available equitable remedy against the User.

14.7. Upon termination of this Agreement, all rights relating to Fynd’s Proprietary Rights, along with modiﬁcations thereto, shall continue to vest with Fynd and you shall not have any right whatsoever, over such Intellectual Property.

14.8. You shall not reverse assemble or reverse compile or reverse engineer in any manner whatsoever or directly or indirectly allow or cause a third-party to reverse assemble or reverse compile or reverse engineer in any manner whatsoever the whole or any part of Fynd’s Proprietary Rights.

THIRD PARTY SERVICE PROVIDERS

15.1. In case of any request received from the Seller, Fynd may facilitate necessary technology support to Seller to integrate a third-party service provider viz logistic partners, payment gateways, payment aggregators, service partners, third party marketplaces etc (“Third Party Service Providers”) for them to provide respective services to the Seller. You understand that in case of opting for any such Third Party Service Providers’ services, you shall be solely governed by their respective agreements and Fynd will have no obligations and/or liability whatsoever vis a vis services provided by any such Third Party Service Providers.

15.2. You agree and accept that the Company is neither acting as a trustee nor acting in a ﬁduciary capacity with respect to any payment transactions between you and your end-customer.

15.3. The relationship between you and any such Third Party Service Provider is strictly between you and such Third Party Service Provider, and we are not obligated to intervene in any dispute arising between you and such Third Party Service Provider .

15.4. Under no circumstances will we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Service Provider or your contractual relationship with them. These limitations will apply even if we have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

15.5. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, aﬃliates, oﬃcers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of such Third Party Service Provider or your relationship with them.

CONFIDENTIALITY

16.1. During the Term of this Agreement, a Party (“Receiving Party”) may receive or have access to certain Conﬁdential Information belonging and/or relating to the other Party and its aﬃliates (“Disclosing Party”). “Conﬁdential Information” disclosed under this Agreement shall include information in whichever form, whether marked conﬁdential or not, or which is disclosed by or on behalf of the Disclosing Party or derived by the Receiving Party in the course of its dealing with the Disclosing Party and its representatives and includes all information, that is reasonably understood to be conﬁdential or proprietary, relating to all or any of the Disclosing Party existing or prospective products and / or services, know-how, script/code, algorithms, schematics, formulae, strategic data (technical, ﬁnancial, commercial or otherwise), process information, methods of operation, ﬂowcharts, or diagrams; policies and procedures regarding the design, development, research methods and results; creative and programming tools, methodologies, and techniques.

16.2. The Receiving Party shall keep Conﬁdential Information of the Disclosing Party in conﬁdence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the conﬁdentiality and secrecy of Disclosing Party’s Conﬁdential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Conﬁdential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Conﬁdential Information to any third-party other than the Receiving Party’s oﬃcers, employees, agents, aﬃliates or representatives who have a need to know for the purposes of these Terms, ensuring that they comply with same level of obligation in maintaining the Conﬁdentiality as per these Terms.

16.3. Exceptions: The aforesaid conﬁdentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Conﬁdential Information which:

16.3.1. Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;

16.3.2. Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;

16.3.3. Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of conﬁdentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;

16.3.4. Is developed by the Receiving Party without use of the Disclosing Party’s Conﬁdential Information in such development; and

16.3.5. Has been disclosed pursuant to the requirements of applicable law, any governmental authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

16.4. Neither Party shall disclose this Agreement and the term of this Agreement to any other person without the consent of the other Party.

16.5. The Parties acknowledge and understand that any disclosure or misappropriation of any of the Conﬁdential Information in violation of this Agreement, may cause irreparable harm to the non-disclosing Party, the amount of which may be diﬃcult to ascertain. Without prejudice to any other rights available to the Disclosing Party under this Agreement or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for speciﬁc performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.

16.6. These Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Conﬁdential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Conﬁdential Information be held in conﬁdence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.

16.7. The conﬁdentiality obligations enlisted hereinabove for the Company shall survive for the term of this Agreement.

DATA PROTECTION

17.1. Both Parties shall comply with and take all reasonable care in protecting any personal data received in connection with its performance of this Agreement. Each Party shall implement adequate security measures to protect personal data commensurate with such measures one has in place to protect personal data of one’s own employees, customers and suppliers, not disclosing such personal data to any third-party and complying with all applicable data privacy laws.

17.2. Company shall collect, use, store or otherwise process any data, whether or not personal in nature, from data source available in the public and use it for the purpose of performing its obligations under this Agreement and for its internal business operations, subject to compliance under applicable laws.

17.3. You hereby represent and warrant that you have the requisite consent/permission under applicable law and policies to collect, store, share or otherwise use, display or publish any data and information (including but not limited to personal data received from the end-customers and or any other third-party) (“Customer Data”) in connection with Service(s) and will keep Company, fully indemniﬁed against any third-party claims arising out of or in relation to such Customer Data.

17.4. Each Party shall promptly notify the Company of any information security breaches or incidents that could impact the performance of either Party’s obligations under this Agreement. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.

THIRD PARTY INTERACTION & LINKS TO THIRD PARTY WEBSITES

In your use of Fynd Platform and/or the Service(s), you may enter into correspondence with end-customers, Third Party Service Providers, sell Products from, or participate in promotions of advertisers or members or sponsors of Fynd Platform or access any other third-party website linked to Fynd Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for Products, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that we have no liability, obligation or responsibility for any such correspondence, purchase or promotion, access or usage of any third-party website and the contract under such instances remains between you and any such third party.

AVAILABILITY AND ACCESSIBILITY OF FYND PLATFORM

19.1. We control and operate Fynd Platform and provide the Service(s) from India and make no representation that the materials and the content available on the Fynd Platform are appropriate to be used or will be available for use in other locations outside India.

19.2. If you use Fynd Platform from outside India, you agree that you chose to do so with a clear understanding that Fynd Platform makes no representation regarding suitability, availability or compliance of Fynd Platform with applicable laws, rules or requirements in your country of operation. You represent and warrant that you are entirely responsible for compliance with all local laws, regulations, applicable laws and/or requirements that apply to your use of Fynd Platform and/or to the sale of your Products to end-customers. These Terms do not constitute, nor may these Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.

19.3. Information that we publish on the world wide web may contain references or cross references to our products, programs and Service(s) that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs or Service(s) in your country.

19.4. We have a strong notice and takedown mechanism in place in case it is brought to our knowledge that Fynd Platform is being misused for any illegal or fraudulent activity by any User. We reserve the right to initiate legal proceedings against such persons for fraudulent use of Fynd Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent or declined transaction, prior to initiation of legal actions, we reserve the right to immediately delete such an Account and dishonour all past and pending orders without any liability. For the purpose of this clause, we shall owe no liability for any refunds.

19.5. You aﬃrm that you own the copyrights of the media assets that you process through Fynd Platform and have not breached any provisions of the Copyright Act, 1957. You shall be responsible for any negligence or fraudulent activity with respect to the media assets processed by you on Fynd Platform.

19.6. We frequently monitor the Account activity in order to avoid fraudulent accounts and transactions. We reserve the right to initiate legal proceedings against such persons for fraudulent use of Fynd Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent transaction, prior to initiation of legal actions, we reserve the right to immediately delete your Account.

19.7. Users with more than one Account or availing referral vouchers fraudulently shall be liable for legal actions under law and we reserve the right to recover the cost of goods, collection charges and lawyer fees from persons using Fynd Platform fraudulently. We reserve the right to initiate legal proceedings against such persons for fraudulent use of Fynd Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent or declined transaction, prior to initiation of legal actions, we reserve the right to immediately delete such Account and dishonour all past and pending orders without any liability. For the purpose of this clause, we shall owe no liability for any refunds.

COPYRIGHTS IN CONTENT

20.1. Fynd Platform contains material, including text, graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). Copyright on all information, including text, graphics and sound, trademarks and other intellectual property rights in the Content displayed on Fynd Platform are either owned by us or licensed to us by the owner(s) of those rights so that we can use the Content as part of Service(s).

20.2. You may print oﬀ one copy, and may download extracts, of any page(s) from Fynd Platform for your personal reference and you may draw the attention of others within your organization to material available on Fynd Platform.

20.3. You must not modify the paper or digital copies of any materials you have printed oﬀ or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

20.4. You must not use any part of the materials on Fynd Platform for purposes other than as mentioned under these Terms, without obtaining a license to do so from us or our licensors.

20.5. You may use and display the Content on your personal computer only for your internal business use subject to the grant of a limited, revocable, personal, non-exclusive and non-transferable license to you by us.

20.6. You may not: (a) copy (whether by printing oﬀ onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), download, display, perform, reproduce, distribute, modify, edit, alter, enhance, broadcast or tamper within any way or otherwise use any Content contained on Fynd Platform. These restrictions apply in relation to all or part of the Content available on Fynd Platform; (b) copy and distribute the Information on any other server, or modify or re-use text or graphics on Fynd Platform or any other platform; (c) reproduce any part of the Content or sell or distribute the same for commercial gain nor shall it be modiﬁed or incorporated in any other work, publication or website, whether in hard copy or electronic format, including postings to any other web site; (d) remove any copyright, trademark or other intellectual property notices contained in the original material from any material copied or printed oﬀ from the Content or Fynd Platform; or (e) link any other material to the Content displayed on Fynd Platform, without our express written consent.

20.7. The license granted to you does not include a license for: (a) resale of Service(s) or use of Fynd Platform or Content other than as speciﬁed or provided under this Terms, (b) use of Service(s) in any derogatory or in violation of any laws, (c) any use of Fynd Platform, the Service(s) and/or of Content other than as contemplated in these Terms, (d) any downloading or copying of login credentials of User, (e) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any parts of Content.

20.8. If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at help@fyndplatform.com.

20.9. We reserve the right to revoke the limited license access to Fynd Platform and/or Content at any time and without notice. Further this limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon expiry or termination, you must immediately destroy any downloaded and printed materials. Any provision of the Terms which imposes an obligation or creates a right that by its nature will be valid after termination or expiration of the Terms shall survive the termination or expiration of the Terms.

LICENSE AND USE OF YOUR CONTENT

21.1. You grant to us a royalty-free, perpetual, irrevocable, non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on any material posted by you on Fynd Platform (“User Content”) provided by you, for the purpose of providing Service(s) under the Terms, without additional approval. We do not claim ownership of the User Content and any other related content that you provide to us.; however, we do require a license to such User Content. We may use our rights under this license to operate, provide, and promote the Service(s) and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the User Content to grant this license. You irrevocably waive all moral rights you may have in the User Content in favour of Company and agree that this waiver may be invoked by anyone who obtains rights in the materials through us, including anyone to whom we may transfer or grant (including by way of license or sublicense) any rights in the User Content.

21.2. If you owned the User Content before providing them to us then, despite uploading them to your Sales Channel they remain yours, subject to any rights or licenses granted in the Terms or elsewhere. You can remove your Sales Channel at any time by deleting your Account. Removing your Sales Channel does not terminate any rights or licenses granted to the User Content that we require to exercise any rights or perform any obligations that arose during the Term.

21.3. We do not pre-screen User Content and it is in our sole discretion to refuse or remove any User Content from any part of the Service(s), including if we determine in our sole discretion that the Products that you oﬀer through the Service(s), or the User Content uploaded or posted to the Service(s), violates our Acceptable Use Policy or these Terms.

21.4. You agree if we become aware of inappropriate use of Fynd Platform or any of its Service(s), we will respond in any way that, in its sole discretion, we deem appropriate. You acknowledge that we will have the right to report to law enforcement authorities of any actions that may be considered illegal, as well as any information it receives of such illegal conduct. When requested, we will co-operate fully with law enforcement agencies in any investigation of alleged illegal activity on the internet.

21.5. Submissions and unauthorised use of any materials contained on Fynd Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your username and/or password.

21.6. You agree to indemnify us and our aﬃliates for all claims brought by a third party against it or its aﬃliates arising out of or in connection with a breach of clause 22 above.

PROMOTIONAL USAGE

Unless otherwise authorised, consented or permitted by the Company in writing, the Seller shall not, during the Term of this Agreement and thereafter, use the name, logo, trademark etc of the Company in any publicity and/or advertising and shall not issue any press release or otherwise publicize or disclose any information related to the existence of the Agreement and/or these Terms herein. However, the Seller warrants to provide the requisite pre-consent to the Company, for the Term of this Agreement and thereafter, to use the name, logo, trademark etc of the Seller for required publicity, marketing and/or promotional purposes or otherwise disclose its association with the Seller.

INDEMNIFICATION AND LIMITATION OF LIABILITY

23.1. You agree to indemnify, defend and hold harmless us, our aﬃliates, oﬃcers, directors, employees, consultants, licensors, agents, and representatives from and against any and all claims (including third party claims), losses, ﬁnes, penalties, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) your access to or use of Fynd Platform or the Content or the Service(s) or in relation to the User Content which is in violation of any applicable laws or third party rights; (b) violation or breach of these Terms or the documents it incorporates herein by reference (including the Acceptable Use Policy); (c) any acts of fraud, negligence or intentional misconduct by you ; (d) infringement of any of Fynd’s Proprietary Rights or any third-party intellectual property or other rights; (e) breach of Seller Representations, Warranties, Covenants, obligations as per the Terms; and (f) breach of applicable law. You will be responsible for any breach of the Terms including the Acceptable Use Policy by your aﬃliates, agents or subcontractors and will be liable as if it were your own breach.

23.2. Indirect losses: In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost proﬁts, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

23.3. The Company disclaims itself of all liabilities incurred due to contraventions of any laws or rules of any foreign jurisdictions by the Users.

23.4. Limitation of liability: Notwithstanding any other provision of this Agreement, the maximum aggregate liability of Fynd under this Agreement;

a. In case where Fynd facilitates logistic partner Service(s), shall be subject to maximum of INR 2500/- per shipment; and

b. In any other instances, shall be equivalent to INR 5000/- only.

APPLICABLE LAW AND JURISDICTION

These Terms are governed by and to be interpreted in accordance with the applicable laws of India, without regard to the choice or conﬂicts of law provisions of any jurisdiction. Subject to the Dispute Resolution clause below, Parties submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

Parties shall endeavour to amicably, through discussions, settle and resolve any dispute or diﬀerence arising out of or in relation to this Terms (“Dispute”) within 15 (ﬁfteen) days from the commencement of such Dispute. In case of such failure, the Dispute shall upon the expiry of the aforesaid period, be referred to e-arbitration to be conducted by a sole arbitrator, who shall be jointly appointed by the Parties from the panel of available e-arbitrators. All arbitration proceedings may be conducted through mode available on the internet or any other information and communication technology (including but not limited to video call system, telephone or mobile, fax, e-mail facilities) which can be beneﬁcially used to solve disputes. All Arbitration proceedings shall be held in accordance to the provisions of Arbitration and conciliation Act, 1996. The Language of Arbitration shall be English. The arbitral award shall be ﬁnal and binding on the Parties. The award may include costs, including reasonable advocates’ fees and disbursement.

BETA SERVICES

From time to time, Fynd Platform may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services are not part of the Service(s), and Beta Services may be subject to additional terms and conditions, which we will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Conﬁdential Information and subject to the conﬁdentiality provisions in this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without our prior written consent. We make no representations or warranties that the Beta Services will function. We may discontinue the Beta Services at any time in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a ﬁnal version. We may change or not release a ﬁnal or commercial version of a Beta Service in our sole discretion.

ANTI BRIBERY AND ANTI CORRUPTION POLICY

Both Parties agree to conduct all their dealings in an ethical manner and with the highest business standards. Both Parties agree to adopt appropriate processes to prevent oﬀering any illegal gratiﬁcation in the form of bribes or gifts either in cash or in kind, in the course of all dealings with each other or any other third parties for the purpose of this Agreement and to comply with any anti-bribery and anti-corruption laws. Any instances of such violations will be viewed in a serious manner and Fynd reserves the right to take all appropriate actions or remedies as may be required under the circumstances including terminating this Agreement with immediate eﬀect. You will provide all possible assistance to Fynd in order to investigate any possible instances of unethical behavior or business conduct violations of employees or hired persons or agents of yours.

ANTI MONEY LAUNDERING (AML)

Both Parties shall at all times, ensure compliance of law and complete all KYC/AML requirements for the performance of its obligations under this Agreement. Any violations by the Seller will be viewed in a serious manner and Fynd reserves the right to take all appropriate actions or remedies as may be required under the circumstances. Both Parties shall provide all possible assistance to the other Party, in order to investigate any possible instances of anti-money laundering.

CUSTOMER CARE SUPPORT

In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:

Shopsense Retail Technologies Limited

1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

Email: help@fyndplatform.com

GRIEVANCE OFFICER

In accordance with the applicable law, any grievances which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such grievance oﬃcer at the below mentioned coordinate:

Name: Sana Kazi

Designation: Grievance Oﬃcer

Email Address: grievance@gofynd.com

Registered Oﬃce: Shopsense Retail Technologies Limited

1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

NODAL OFFICER

Name: Abhimanyu Mallik

Designation: Nodal Oﬃcer

Email Address: compliance@gofynd.com

Registered Oﬃce: Shopsense Retail Technologies Limited

1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

FORCE MAJEURE

32.1. Force Majeure event refers to circumstances beyond the reasonable control of the Parties that prevent or delay a Party from fulﬁlling its obligations under this Agreement. Such circumstances include, but are not limited to:

a. Acts of God, lightning strikes, earthquakes, ﬂoods, storms, explosions, ﬁres, and other natural disasters;

b. Acts of war, public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution, epidemics, and pandemics;

c. Strikes;

d. Acts or omissions of public authorities that prevent or delay performance, including changes in laws, regulations, or policies of government bodies or regulatory authorities beyond the control of either Party;

e. Any other event beyond the control of either Party.

32.2. Neither Party shall be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a Force Majeure event.

32.3. If a delay or failure of a Party to perform its obligation is caused or anticipated due to a Force Majeure event, the performance of that Party’s obligations will be suspended.

32.4. If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may terminate the Agreement by giving ﬁfteen (15) days’ notice to the other Party.

32.5. If the Agreement is terminated pursuant to Force Majeure, the Parties shall negotiate the winding-up of the obligations and rights of the respective Parties under this Agreement. Any monies due or pending shall be settled within 7 (seven) business days from the date of eﬀective termination.

RIGHT TO AUDIT AND / OR EXAMINE RECORDS.

In case of any audit which requires any clariﬁcation on transactions under this Agreement, Fynd may seek a certiﬁcation from a certiﬁed auditor for compliance in accordance with the Terms and Fynd shall arrange the same at its own cost. Both Parties undertake to maintain records during the term and for a period of 8 (eight) years after the expiration or termination of this Agreement.

WAIVER

No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under these Terms, shall be deemed as waiver of any other breach or default occurring thereafter. Any waivers granted hereunder are eﬀective only if recorded in writing signed by the Party granting such waiver. All remedies, either under these Terms or by law or otherwise aﬀorded to any of the Parties, shall be cumulative and not alternative.

SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these Terms will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these Terms will be interpreted so as to give eﬀect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

NON-EXCLUSIVITY

Both the Parties agree that this Agreement is entered into on a non-exclusive basis and that both Parties shall be free to engage any third-party as its client/service provider to procure/provide similar or identical services. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between the Seller and Company, by virtue of these Terms.

MISCELLANEOUS

37.1. These Terms supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the use of Fynd Platform, and the rights and liabilities with respect to any Service(s) to be provided by us shall be limited to the scope of these Terms.

37.2. All provisions in the Agreement that expressly or customarily survive the termination or expiration of the Agreement will continue in eﬀect after the Agreement is terminated or expires.

37.3. Nothing contained in this Agreement shall imply or give rise to any right, power or authority for either Party to enter into any other agreement or commitment on behalf of or otherwise bind the other Party in any way.

37.4. In the event of any conﬂict or inconsistency between these Terms, signed Order Form/SOW, and/or Platform Policies, the order of precedence shall be as follows:

i. The signed Order Form/SOW (if applicable); ii. These Terms; iii. Platform Policies; iv. Any other documents or communications exchanged between the Parties.

If ambiguity arises, the higher-ranked document shall prevail unless explicitly stated otherwise in a mutually agreed written document.