Terms And Conditions For Use Of Services On “Sellfie” Application By The Seller

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, which require the publishing of the rules and regulations governing the use and access of the “Sellfie” application.

1. Introduction

1.1 These terms and conditions (“T&C”) govern your rights and obligations as a User (defined below) availing the Services (defined below) as may be rendered by Citrus Payment Solutions Private Limited, a company incorporated under the provisions of the (Indian) Companies Act, 1956, having its registered office at H 203, Greenwoods, Chakala, Andheri Kurla Road, Andheri East, Mumbai – 400 093, (“Company”/ “we”) to Users from time to time and accepting payments made by customers (“Customers”) upon purchase of products and/or services listed on the “Sellfie” application (“ Sellfie”). Any reference to “you” or “User” or “Users” in these T&C, means you the User availing the Services of listing your products and/or services on Sellfie and acceptance of payments made by Customers purchasing your products and/or services displayed through Sellfie.

1.2 As a User, your access to and use of the Services are conditional upon your acceptance of and continuous compliance with these T&C at all times. By accessing, browsing and/or registering through Sellfie and/or availing the Services, you agree to be bound by these T&C, including any other policy of the Company and all rules, guidelines, policies, terms and conditions applicable to Services being provided by the Company on Sellfie (“ Policies”), as may be modified by the Company from time to time, which shall be deemed to be incorporated in these T&C by reference, unconditionally and at all times. The Company shall have the sole right to change, modify, add or remove these T&C or any of its Policies relating to the provisions of Services availed on Sellfie, at any time without any prior written notice or intimation. It is hereby clarified that each User shall be responsible for reviewing the T&C and Policies periodically and keep themselves updated with any change in the T&C and Policies.

2. User Eligibility

2.1 The Services are only available to persons who are competent to enter into legally binding contracts under the Indian Contract Act, 1872 (“ Contract Act”). Any person who shall be considered as incompetent to contract as per the provisions of the Contract Act including minors, un-discharged insolvents etc. are not eligible to the avail the Services (“User”) on Sellfie. Any person using the Services on behalf of a proprietor/ partnership/ firm/ company represents and warrants that it is duly authorised by the User to accept the T&C and the Policies and that such person has the authority to bind the User to these T&C and the Policies.

3. Services

3.1 The Company shall provide the following services to the User, in accordance with these T&C and the Policies. The access to the Sellfie application for selling and/or buying of products and/or services (“Products”) and services relating to processing of transactions are collectively referred to as “Services”.

3.2 Listing of Products

3.2.1 The Sellfie application is provided to the Users to list Products on Sellfie for sale and share/promote the Products through Sellfie on various social media platforms, as specified by the Company from time to time. It is hereby clarified that the Company is not a party to any transaction between the Users and the Customer and shall not be responsible in any manner whatsoever for any representations made by any User to the Customers. The Company provides the User with Sellfie application to display and showcase Products owned by the User for sale and purchase by Customers ordering and buying the Products. . The Company shall also provide such other services as may be included and modified by the Company from time to time. It is hereby clarified that the User will be required to create his/her own page/twitter handle etc. in order to share the Products through social media and the Company will have no liability in this regard.

3.2.2 The User shall be solely liable to comply with the terms of use of the social media platform on which the Products are shared through Sellfie and the Company shall have no liability in this regard. The User shall indemnify the Company for any liability that may arise due to non-compliance by the User of the terms of use of the social media platforms.

3.2.3 The User hereby agrees and acknowledges that Sellfie application is available only at certain locations and only with certain compatible mobile devices and the Company shall have no liability in this regard.

3.3 Services relating to transaction-processing

3.3.1 Sellfie also provides the Users with a platform for acceptance of payments made by Customers purchasing the Products (“ Purchase Amount”), by way of net banking facilities, processing of payment through debit/credit card by way of its payment gateway, use of prepaid instrument issued by the Company (“Wallet”) and such other payment modes as maybe offered by the Company from time to time.

3.3.2 The settlement of the Purchase Amount paid by Customer for each Transaction (as defined below) shall be governed by these T&C as detailed in Section 6 and such other terms and conditions, as may be prescribed by the Company from time to time, in relation to its payment gateway services (including processing of payment through debit/credit card, net banking facilities), issuance of Wallet http://www.citruspay.com/citrusbanktnc.html

3.3.3 In relation to payments made by debit/cards, kindly note that only debit/credit cards issued by the Company’s card issuing partner shall be acceptable for making payments by Customers through Sellfie. The Company reserves the right, in its sole and absolute discretion, to add or delete card issuers, compatible mobile devices that accept payments through Sellfie at any time.

3.3.4 It is hereby clarified that the Company is not a bank, and it does not offer banking services as defined by the Reserve Bank of India.

3.4 The Company may charge the User, for the Services rendered from time to time. The fees payable by the User may include, listing fees, commission on the Product sold, transaction processing fees, any other fees as may be levied from time to time in relation to the Services availed by such User. The Services are governed by these T&C and all applicable Policies of Sellfie, as may be amended from time to time and shall be deemed to be incorporated in these T&C by way of reference. Unless expressly stated otherwise, any new features that augment or enhance the current Services shall be subject to these T&C.

4. Terms of Use

4.1 Use of Sellfie

4.1.1 The User will be required to share personal details to access Sellfie by registering on Sellfie through creation of a unique user name and password (“Account”). You agree that you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your mobile to prevent unauthorized access to your Account when you use Sellfie. You agree to accept responsibility for all activities that occur through your Account or password. You hereby undertake that you shall take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering. The User shall duly comply with all requirements specified in these T&C and all other applicable Policies of Sellfie as may be amended from time to time by the Company.

4.1.2 The User shall not offer out-of-stock or expired Products for sale and shall be solely liable for quality, quantity, efficiency and the User's ability of selling the Products on Sellfie. The Company shall not be responsible for the quality, quantity, stability, or other specifications of the Products offered to be sold and purchased through Sellfie, the Company shall not be responsible for any errors or omissions in relation to the Products.

4.1.3 The User shall be solely responsible for accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products offered on through Sellfie. The rates displayed shall, at all times, include all applicable taxes, fees, charges and any other payments due to any other parties by the User. The User agrees that it shall keep the Company indemnified as per Section 8 of these T&C.

4.1.4 The User confirms and undertakes ownership of the Products and confirms that it shall at all times have marketable and legal ownership and title in respect of all Products offered on through Sellfie and shall pass on marketable and legal ownership and title to Customer upon completion of Transaction.

4.1.5 The User hereby undertakes that it shall not buy Products listed by it on Sellfie, either directly or indirectly through any third person. Any such Transaction undertaken by the User shall be void and a breach of these T&C. The User hereby undertakes and agrees, that in the event of any non-compliance with the terms of this Section, the Company shall have the right to delete the profile created by the User on Sellfie and withhold the Purchase Amount in relation to such Transaction.

4.1.6 The User shall inform the Company of the terms of sale of its Products and specify the terms of the return, reject and cancellation policy on Sellfie.

4.1.7 The User shall comply with all applicable laws and regulations in offering the Products and shall ensure that all requisite approvals, licenses and registrations as required under applicable laws and regulations are kept in full force and effect to enable such User to offer the Products for sale through Sellfie and will not do or permit anything to be done which might cause or otherwise result in a breach of these T&C and Policies or cause any detriment to the transactions herein envisaged.

4. 1.8 All complaints relating to the Products purchased from a User shall be routed through the complaint/redressal mechanism provided on Sellfie. The User shall be responsible to resolve the complaint regarding the Product by the Customer and other complaints to the satisfaction of the Customer's satisfaction. The Company shall only be the facilitating link between the Customer and the User for any complaints in relation to the Products sold. The User agrees and confirms that all customer complaints, Product complaints and Transaction failure complaints shall solely be to its account and it shall undertake all necessary steps as may be required as per the complaint/redressal mechanism of the Company to resolve the complaints at its own initiative and cost. Further, such User acknowledges that the Company shall not in any way be responsible for ensuring resolution of the complaints and the Company shall not in any manner either directly or indirectly be liable for any claims made by a Customer in relation to the Products, and Services provided on/ through Sellfie.

4.1.9 The User does hereby specifically agree that it shall, at all times, comply with the requirements of the Information Technology Act, 2000 (“ IT Act”) as also rules, regulations, guidelines, bye laws and notifications made thereunder, while assessing or feeding any information/data on Sellfie. The User does further unequivocally declare that in case of any violation of any provisions of the IT Act and/or rules, regulations, guidelines, byelaws and notifications made thereunder, the User shall be solely responsible, at its sole cost and expenses for all acts, deeds and things and that the User alone shall be liable for civil and criminal liability there under or under any other law for the time being in force.

4.1.10 The User shall keep confidential, all information it receives by transacting on through Sellfie. Breach of this Section and terms of the Privacy Policy [Insert Link] by User will be considered a material breach and result in immediate discontinuation of the Services by the Company to such User. Breach of confidentiality provisions by a User shall cause immediate termination and appropriate legal action being initiated against such User by the Company.

4.1.11 The User acknowledges that it shall take all precautions as may be directed by the Company to ensure that there is no breach of security and integrity of Sellfie. The Company shall not be responsible for any loss incurred by a User for a failed / incomplete transaction on Sellfie.

4.1.12 The User acknowledges that the Company has no connection or interest whatsoever in the business of the User or the Products marketed by such User and the Company does not in any manner take part in the business of the User, directly or indirectly, and is not responsible for the Products provided by the User. The User further acknowledges that Services being provided by Company is being provided by it as an independent contractor, and the Company is in no manner acting as an agent of the User.

4.1.13 The User acknowledges that the Sellfie application shall provide information pertaining to other user availing the Services and information pertaining to the Company. The User hereby agrees that it shall not copy, modify or distribute or misuse any information provided on the Sellfie application for its personal use or gain. The User acknowledges that the Company is the sole and rightful owner of the Intellectual Property and the User agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property and not to associate the Intellectual Property with its own business, except for the purpose as specified in these T&C. “Intellectual Property” shall mean any and all property in any name, signature, word, letter, numeral or any combination thereof, Trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets whether registered or not, belonging to the Company.

4.1.14 The User further acknowledges that the Company may collect, transfer, store and use the information provided by such User on Sellfie for the purpose of providing the Services.

4.1.15 The User acknowledges that the Company 's liability with respect to the Services shall be limited and shall be as per these T&C. The Company reserves the right, in its sole discretion and without assigning any reason, to exclude certain Products offered by a User from being displayed for sale on Sellfie, wherein such Products are deemed unfit or unsuitable by Company at its sole discretion.

4.1.16 The User agrees and confirms that the sole and exclusive responsibility and obligation of the Company is to ensure that the Services are being provided in compliance of all applicable laws, rules and regulations.

4.1.17 The User acknowledges that the Services to Sellfie may be interrupted while browsing, transacting, using or uploading information on Sellfie. The User further agrees that the Company reserves the right to suspend the Services, forthwith without assigning any reason whatsoever, at the sole discretion of the Company.

4.1.18 The User agrees that, if it does not agree to the applicability of any of the T&C and the Policies contained herein, then the only remedy a User shall have will be to not use the Services and discontinue using its account on Sellfie. However, till such time that the User uses Sellfie and avails the Services it shall be deemed that the User agrees to and shall continue to adhere and abide by the T&C and the Policies.

4.1.19 The User agrees and confirms that the payment-related Services are being provided by the Company on a best efforts basis with all efforts to keep these valid and subsisting. the Company shall not in any manner be liable to a User for failure or delay in providing these Services.

4.1.20 A User will be required to provide a valid phone number in order to avail the Services provided by the Company, including and not limited to selling the Products. By registering their phone number with the Company, the User consents to be contacted by the Company via phone calls and/or SMS notifications.

4.1.21 The User undertakes and agrees not to host, display, upload, modify, publish, transmit, update or share any information that:

(i) belongs to another person and to which a User does not have any right to;

(ii) is grossly harmful, harassing, derogatory, slanderous, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, threatening, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or abusive in any nature or any information that advocates violence against any individual or group or is otherwise unlawful in any manner whatever;

(iii) harm minors in any way;

(iv) infringes any patent, trade secret, trademark, copyright or other proprietary rights or rights of publicity or privacy of any third-party;

(v) violates any law for the time being in force;

(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(vii) impersonate another person or includes identity documents and/or personal information including financial details;

(viiii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource or transmits, through any medium, computer viruses of any kind including Trojan horses, worms, time bombs, cancel bots, easter eggs or any other computer program which facilitates hacking of computer system with the intent of damaging or interfering with any computer system or computer network or intercepts any system, information or personal data;

(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation;

(x) relates to prostitution or any other service in the nature thereof that purports to violate the provisions of the Immoral Traffic (Prevention) Act, 1956 and the Indecent Representation of Women (Prohibition) Act, 1986 and/or any prevailing reasonable standards of morality and decency; or

(xi) any information that is fraudulent, misleading and/or misrepresenting as to the nature of the goods and services or pertain to the sale of any illegal, counterfeit, stolen or unauthorized goods and/or services.

4.1.22 The User shall ensure, at all times, that any of its Products which are listed on Sellfie is not:

(i) alcoholic beverage, liquor, tobacco product, drug, narcotic, any psychotropic substance, medicine, intoxicant of any nature, any substance of curative nature, any good or service which is prohibited under any law in force including but not limited to the Drugs and Cosmetics Act, 1940, the Narcotic Drugs and Psychotropic Substances Act, 1985, the Indian Penal Code, 1860 and the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1955;

(ii) any living or dead body of any human being and/or any part of human being preserved in natural or artificial manner, including but not limited to blood, organ or bodily fluids;

(iii) any living or dead body of any creature and/or any part of the creature preserved in natural or artificial manner, including but not limited to rugs, skins, specimens of any creature, antlers, horns, hair, feathers, nails, teeth, musk, eggs, nests, any animal product which is prohibited from being sold and/or bought under any law in force including but not limited to the Wildlife Protection Act, 1972 or the Environment (Protection) Act, 1986;

(iv) any object and/or information including but not limited to books, artifacts, idols, scriptures or paintings which is in relation to any religion or belief and/or is likely to involve and/or evoke, in any manner, religious sentiments of any individual or group;

(v) any cinematograph, video, graphic or any other material the display, use, public exhibition and/or sale of which is prohibited under any law in force and/or includes any subject-matter which offends the prevailing reasonable standards of morality, decency and/or propriety or is likely to be repulsive or offensive in any manner whatsoever so as to deprave any individual’s mind;

(vi) any artefact, antique or any material treated as a treasure the use, storage or collection of which is prohibited under any law in force including the Antiquities and Art Treasures Act, 1972;

(vii) any good, object, service or material which is counterfeit, stolen, unauthorized, illegal and/or pirated;

(viii) any good, object, service or material which is likely to infringe or pass off any third-party intellectual property or is likely to interfere, in any manner whatsoever, with a third-party’s right to privacy and/or publicity;

(ix) is hazardous or dangerous in nature or is likely to cause harm to any person’s body or property including but not limited to hazardous chemicals, pesticides and/or any other material found or used in fireworks, explosives and/or destructive devices;

(x) any weapon or item which is likely to inflict harm on an individual’s body and/or property including but not limited to firearms or any of its parts, ammunitions, tear gas, switchblade knives, or any other device or item prohibited under any law in force including but not limited to the Indian Arms Act, 1959;

(xi) a lottery ticket, sweepstakes entry, slot machine or any other device, object or service related to gambling or a similar activity;

(xii) any item which does not conform to the prescribed standards under any law in force including but not limited to the Food Adulteration Act, 1954;

(xiii) any item which is or has, in any part, Government symbols, emblems, items or insignia including military badges, uniforms and any other material, symbol or item the use of which is limited or prohibited under any law in force including but not limited to the Emblems and Names (Prevention of Improper Use) Act, 1950 and the Flag Code of India, 2002;

(xiv) any security within the meaning of the Securities Contract Regulation Act, 1956, including but not limited to shares, bonds, debentures and/or any other financial instrument or asset of any description;

(xv) any scheme which is listed for the purpose of defrauding other users including but not limited to pyramid schemes, multi-level marketing and those schemes which are abusive, duplicate, fraudulent and/or spam; or

(xvi) any offensive material intended for use in any sexual setting, display of sexual activity, material relating to items intended for use in sexual activity including Products with graphic adult language.

(xvii) any other product, item, material or service which, as per the sole and absolute judgment of the Company:

(a) is inappropriate;

(b) is listed under the improper or wrong category of products;

(c) involves duplicate listing;

(d) involves incorrect location or city of listing; or

(e) involves international listing.

4.1.23 The User explicitly acknowledges and agrees that the Company has the right to remove any of the Products listed by the User for any reason as its sole discretion, including but not limited to non-compliance with the provisions of these T&C, applicable laws or Policies, to the extent as they may be applicable to such Product.

4.2 Fee

4.2.1 In relation to the Services rendered by , the Company will charge a transaction fee of 5% of the value for each Transaction upon its completion (“Fee”) plus applicable service tax. The Fees is subject to change from time to time and is on the sole discretion of the Company. In this regard a “Transaction” shall mean confirmation of an order by a Customer or completion of a period of 3 (three) days from the date of issue of the confirmation email/SMS in relation to order to a Customer.

4.2.2 The payment and account reconciliation cycle for the Fee shall be as per Section 6 of these T&C and the terms prescribed by the Company from time to time, in relation to payment gateway services and the Wallet. The updated account details of account of the User, pertaining to the Transactions, shall at all times be accessible on Sellfie.

5. Rights and Obligations of the User

5.1 The User, during the term of its arrangement with the Company, shall be solely responsible for:

5.1.1 procuring and keeping all licenses, registrations, authorizations and clearances under applicable laws valid with respect to the Products and the business carried on by the User from time to time, including all municipal local, state and central registrations and permits for safe storage of the Products within the designated area, sales tax registrations etc.;

5.1.2 all statutory compliances and timely payment of all statutory dues, including and not limited to taxes, cesses etc. relating to sale of Product by the User to the Customers through Sellfie, as and when the dues become payable to the relevant statutory authorities.

5.1.3 the clearance of the Products from customs in case of imported Products, clearance of Products in case of inter-state movement and timely filing of all statutory returns including sales tax returns; obtaining sales tax assessment orders etc. at its own cost and expense; and

5.1.4 providing standard manufacturers or seller warranty associated with the Products. The User shall issue a suitable, duly stamped, manufacturer's warranty card to the Customer with the Product (if applicable).

5.2 The User hereby agrees to accept all returns of the Products, which are refused/not delivered/not accepted by the User at the time of delivery as per the terms of return/cancellation provided on Sellfie. The Company may at its sole discretion levy an additional charge in relation to any refund of the Purchase Amount to a Customer.

5.3 The User, unless specifically provided for in any other agreement/terms and conditions executed between the User and the Company in relation to the Services, shall comply with all the T&C and the Policies pertaining to the use of Sellfie, and the same shall form part of any such agreement/terms and conditions. In case of contradiction between agreement/terms and conditions and these T&C updated on Sellfie from time to time, the T&C will prevail over the agreement/terms and conditions unless until stated otherwise in writing.

5.4 The User acknowledges that it shall, at all times, have marketable and legal ownership and title in respect of all Products offered on Sellfie and shall pass on marketable and legal ownership and title to the Customer, upon completion of a Transaction.

5.5 The User hereby undertakes that all Products which would be displayed or sold through Sellfie are allowed to be sold in India as per applicable laws.

5.6 The User hereby agrees and acknowledges that the Company shall, in relation to the Services being provided by it in accordance with the terms of these T&C, have the right to collect payments from the Customer. The User hereby assigns all rights in relation thereto.

5.7 The User hereby grants the Company and its associates and representatives for the purposes of Services to be rendered in accordance with these T&C, a non-exclusive, royalty-free, sub-licensable, limited license to use, display and reproduce the trademarks, service marks and logos and/or any other content provided by the User to the Company for display on Sellfie. The User hereby confirms that it has the requisite right/permission to use the said marks, logos and/or other content as may be provided by it to the Company, and to grant permission to use as stated herein. Without prejudice to the other rights available to the Company under these T&C and the Policies, or under applicable law, the User undertakes to keep the Company, its affiliates and group companies, successors, assigns and its respective officers, directors and agents, shareholders, representatives indemnified and defend and hold harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of use of the trademarks, service marks and logos and/or other content provided by the User to the Company for display on Sellfie.

5.8 The User has necessary permissions for selling the goods online. The User also has necessary permission to publish logo of the brands it is selling on Sellfie.

6. Payment of Purchase Amount

6.1 Notwithstanding anything contained in these T&C, the User shall be entitled to receive payments for the Products sold through Sellfie upon settlement of the Fee by the Company for each Transaction. However, the User shall not be entitled to receive payments for the Products sold through Sellfie from the Company, if:

(i) any transaction is suspected to be fraudulent or is unlawful or unenforceable, as determined by the Company, acquiring bank and/or card issuing bank in its sole discretion; or

(ii) if a Transaction is not completed or any Product sold through Sellfie is returned by a Customer prior to settlement of the Purchase Amount; or

(iii) The Company ceases to render the Services to a User, including for reasons that may have been separately provided for in these T&C and/or Policies, whether expressly stated in these T&C, the Policies or not.

6.2 The User shall, at all times, be liable to pay and shall pay all applicable taxes (including any applicable services taxes, withholding taxes) in relation to all sales of the Products made through Sellfie by way of utilizing the Services.

6.3 All payments required to be paid by the Company to the User for the sale of a Product under these T&C and the Policies shall immediately be suspended till such time as the Company deems fit in its sole discretion, in the event that such User commits any fraud or violates any law or legal requirement or breaches these T&C or any of the applicable Policies.

6.4 Upon receipt of the Purchase Amount, the Company shall deduct the applicable Fee plus service tax from the Purchase Amount remit the balance funds within T + 3 Business Days, where ‘T’ is the date of confirmation from the Customer or 3 (Three) days following the date on which the Customer receives a confirmation email/SMS notification. The User acknowledges and agrees that no settlement of Transactions will be undertaken on Saturdays, Sundays or any day declared as ‘Public Holidays’ in accordance with Section 25 of the Negotiable Instruments Act, 1881 (“ Business Day”);

6.5 The User hereby agrees and acknowledges that if the settlement amount payable to the User in accordance with this Section is INR 10,000 or less, then such amount shall be credited only to the Wallet of such User. Further, the User hereby agrees and acknowledges that if the settlement amount payable to the User in accordance with this Section is above INR 10,000 (Rupees Ten Thousand), the User will be mandatorily to provide the know-your-customer (“ KYC”) documents norms in accordance with all applicable laws including but not limited to the guidelines prescribed by the Reserve Bank of India from time to time and the settlement amount shall not be processed until satisfactory verification of the KYC documents of the User.

6.6 The User accepts and confirms that the Company shall not be liable to initiate any refunds to a Customer once the settlement of the Purchase Amount, in relation to the Transaction against which the refund claim has been raised, has been completed and the User shall be solely liable for settlement of such refunds.

6.7 The User accepts and confirms that the account reconciliation and payment mechanism shall be as per the terms and conditions specified by the Company and the User accepts and confirms that the terms for account reconciliation and payment mechanism are fair and adequate for sale of the Products through Sellfie. The User hereby undertakes and agrees that the Company shall have the right to modify the settlement process or cycle, from time to time, as per its sole discretion.

6.8 The User hereby acknowledges and agrees that the User shall provide full support in the reconciliation of the account of the User with Company. The User further agrees that in the event a claim for reconciliation is raised after 90 (Ninety) days from the date of deduction of the Fee in relation to each Transaction, payable by the User to Company for the Services, the User agrees that Company shall not be responsible for addressing such claim, in any manner whatsoever.

7. Delivery of Products

7.1 All Products purchased by Customer from Sellfie shall be shipped to the Customer solely by the User and the Company shall have no liability in this regard, in any manner whatsoever.

8. Indemnity

8.1 The User shall keep the Company, its affiliates and group companies, successors, assigns and its respective officers, directors and agents, shareholders, representatives indemnified and defend and hold harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:

(i) breach or non-performance by the User of any of its undertakings, warranties, covenants, declarations or obligations under these T&C; or

(ii) any claim or proceeding brought by any of the customer of the Products or any other person against the Company in respect of any Products or Transaction on Sellfie, whether or not such complaint was settled by the User or was an unsettled claim; or

(iii) any negligent act or omission or default or misconduct or fraud of the User or its agents or its customers; or

(iv) any hacking or lapse in security of Sellfie or the data on Sellfie; or

(v) any act, deed, omission or non-performance on the part of the User which renders the Transaction conducted through Sellfie invalid.

8.2 The indemnities provided herein and provisions making reference to the indemnities shall survive the termination of these T&C and the Policies.

9. Limitation of Liability

9.1 Notwithstanding anything stated under these T&C and the Policies, in the unlikely and rare event, of the Company being liable to a User, the aggregate liability of the Company from any cause whatsoever shall not in any event exceed sum equivalent to the Fee of a single, most recent transaction of the User or the amount due to the User, as appearing on the account statement, after reconciliation as per these T&C , whichever is lower.

10. Confidentiality

10.1 The User, where applicable, shall keep all the information pertaining to the Services including but not limited to the customer data and the Transactions on Sellfie (“Confidential Information”), confidential and shall not be disclosed to any person other than its officers (to the extent necessary to consummate the transaction contemplated hereby) without the prior written consent of the Company.

10.2 Confidential Information shall mean all the information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Company to a User whether before or after the date of these T&C. The User shall not, during the pendency of these T&C, or at any time after these T&C and the Policies expire or terminate, divulge or use any Confidential Information for the benefit of any other person, corporation, partnership, proprietorship, association, or other entity, nor will the User, directly or indirectly, permit the disclosure of any Confidential Information or aid any third party to imitate any Confidential Information.

11. Termination

11.1 The Company may terminate these T&C and the Policies and/or the Services hereunder for any reason including for reasons of breach of these T&C, or any of the Policies on Sellfie or any other agreement between the Company and the User in relation to Sellfie. The sole right of the User to terminate these T&C and the Policies is by not using Sellfie and deleting its account with the Company.

12. Consequences of Termination

12.1 Termination shall not affect any liabilities incurred by a User prior to the termination or for acts performed during the pendency of these T&C and the Policies which may result in a dispute post-termination of these T&C, nor any provision expressed to survive or to be effective on termination and the obligations set out in this Section shall remain in full force and effect notwithstanding termination. The Company and the User availing the Services provided by the Company, shall undertake to settle all outstanding dues to arising out of these T&C and the Policies within 30 (Thirty) days of the termination taking effect.

12.2 All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by the Company from time to time in respect of these T&C, whether in respect of the utilization of the payment gateway or otherwise shall be returned immediately to the Company.

13. Anti Bribery and Anti Corruption Policy

13.1 The Company and the User agree to conduct all their dealings in a very ethical manner and with the highest business standards.

13.2 The User agrees to comply with the Anti-Bribery and Anti-Corruption Policy of the Company and 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 or any other third parties for the purpose of these T&C. Any instances of such violations will be viewed in a serious manner and the Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

13.3 The User agrees that it shall provide all possible assistance to the Company in order to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the User.

14. General Provisions

14.1 No agency: These T&C and Policies constitute a principal-to-principal relationship between the Company and the User and do not attempt to create any employee-employer or agency relationship. The Services are being rendered by the Company as an independent entity and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the User hereto or any affiliates or subsidiaries thereof or to provide either the Company or the User with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party, i.e. either the Company or the User.

14.2 Publicity: All joint publicity initiatives shall be subject to separate marketing initiative contracts to be executed between the Company and User, as may be applicable. The Company at all times shall have the right to use the name and/or trademark/logo of the User in its sales or marketing publication or advertisement to communicate the brands/ Products available on Sellfie in the context of these T&C.

14.3 Assignments: The Company may assign, in whole or in part, the benefits or obligations of these T&C and the Policies to its associate's of affiliates of other group company, or any other company, in circumstances including but not limited to pursuant to a restructuring or re-organization or demerger of its organization or operations causing a change in management or something of the nature. The Company shall not require approval or consent of the User, it can at its discretion provide an intimation of such assignment to the User. However, the User shall not assign, in whole or in part, the benefits or obligations of these T&C, without the prior written permission of The Company.

14.4 Force Majeure: The Company shall not be liable for its failure to perform under these T&C and the Policies as a result of occurrence of any force majeure events like acts of God, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments, change in laws, rules and regulations, affecting the performance of the Company, payment gateways or the logistic support partner.

14.5 Governing Law, Settlement of Disputes and Jurisdiction: Any dispute or claim relating to it, its enforceability or its termination under these T&C and the Policies shall be governed by the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the Company. The arbitration proceedings shall be held in English language at New Delhi. The courts at Delhi shall have exclusive jurisdiction over any disputes relating to the subject matter herein.

14.6 Waiver: Unless otherwise expressly stated, failure to exercise or delay in exercising a right or remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

14.7 Survival of Provisions: These T&C, by their nature and content, are intended to survive the performance hereof by any or all Parties hereto shall so survive termination.

14.8 Severability: If any provision, hereunder becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

14.9 Non Solicitation: The User warrants that it shall not directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract of services with any person employed by the Company.

14.10 Non-Exclusivity: It is agreed and clarified that the arrangement set out by these T&C and the Policies between the Company and the User is on a non-exclusive basis.

14.11 Notices: All notices, requests, demands, waivers and other communications required or permitted to be given hereunder shall be [____], if to the Company, if to User, it shall be to the address registered with the Company.

14.12 Amendment: These T&C and Policies may be varied, amended or modified by the Company at any time. The last amended version shall be available on Sellfie at all times.

Terms And Conditions For Use Of Services On “Sellfie” Application By Customer

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, which require the publishing of the rules and regulations governing the use and access of the “Sellfie” application.

1. Introduction

1.1 These terms and conditions (“T&C”) govern your rights and obligations as a User (defined below) availing the Services (defined below) as may be rendered by Citrus Payment Solutions Private Limited, a company incorporated under the provisions of the (Indian) Companies Act, 1956, having its registered office at H 203, Greenwoods, Chakala, Andheri Kurla Road, Andheri East, Mumbai – 400 093, (“Company”/we”) to Users from time to time and making payments upon purchase of products and/or services listed on the “Sellfie” application (“Sellfie”) by sellers. Any reference to “you” or “User” or “Users” in these T&C, means you the User availing the Services to browse the products and/or services listed on Sellfie and making payments for purchasing the products and/or services displayed through Sellfie.

1.2 As a User, your access to and use of the Services are conditional upon your acceptance of and continuous compliance with these T&C at all times. By accessing, browsing and/or registering on Sellfie and/or availing the Services, you agree to be bound by these T&C, including any other policy of the Company and all rules, guidelines, policies, terms and conditions applicable to Services being provided by the Company on Sellfie (“ Policies”), as may be modified by the Company from time to time, which shall be deemed to be incorporated in these T&C by reference, unconditionally and at all times. The Company shall have the sole right to change, modify, add or remove these T&C or any of its Policies relating to the provisions of Services availed on Sellfie, at any time without any prior written notice or intimation. It is hereby clarified that each User shall be responsible for reviewing the T&C and Policies periodically and keep themselves updated with any change in the T&C and Policies.

2. User Eligibility

2.1 The Services are only available to persons who are competent to enter into legally binding contracts under the Indian Contract Act, 1872 (“ Contract Act”). Any person who shall be considered as incompetent to contract as per the provisions of the Contract Act including minors, un-discharged insolvents etc. are not eligible to the avail the Services (“User”) on Sellfie. Any person using the Services on behalf of a proprietor/ partnership/ firm/ company, represents and warrants that it is duly authorised by the User to accept the T&C and the Policies and that such person has the authority to bind the User to these T&C and the Policies.

3. Services On Sellfie

3.1 The Sellfie application is provided by Company to its Users to buy Products listed on Sellfie by various Sellers registered with the Company (“ Seller”) and make payment for purchase of the Products through Sellfie. It is hereby clarified that the Company is not a party to any transaction between the Users and the Seller of the Products and shall not be responsible in any manner whatsoever for any representations made by a Seller. The Sellfie application offered for selling and/or buying of products and/or services (“Products”) and the services relating to processing of transactions are collectively referred to as “Services”.

3.2 Purchase of Products

3.2.1 The Sellfie application is provided by the Company to its Users to browse and/or purchase Products through Sellfie. It is hereby clarified that the Company is not a party to any transaction between the Users and the Sellers and shall not be responsible in any manner whatsoever for any representations made by any Seller on Sellfie. The Company shall also provide such other services as may be included and modified by the Company from time to time.

3.3 Services relating to transaction-processing

3.3.1 Sellfie provides the Users with a platform for making payments for purchasing the Products sold by Seller by way of net banking facilities, processing of payment through debit/credit card by way of its payment gateway, use of prepaid instrument issued by the Company (“ Wallet”) and such other payment modes as maybe determined by the Company from time to time.

3.3.2 In relation to payments made by debit/cards, kindly note that only debit/credit cards issued by the the Company’s card issuing partner shall be acceptable for making payments by Customers through Sellfie. Payment through Sellfie is available only at certain locations and only with certain compatible mobile devices. The Company reserves the right, in its sole and absolute discretion, to add or delete card issuers, compatible mobile devices that accept payments through Sellfie at any time.

3.3.3 It is hereby clarified that the Company is not a bank, and it does not offer banking services as defined by the Reserve Bank of India.

4. Terms Of Use Of Sellfie

4.1 The User will be required to share personal details to access Sellfie by registering on Sellfie through creation of a unique user name and password (“Account”). You agree that you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your mobile to prevent unauthorized access to your Account when you use Sellfie. You agree to accept responsibility for all activities that occur through your Account or password.

4.2 You hereby undertake that you shall take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.

4.3 It is hereby clarified that all Products listed by the Sellers and the content advertised are provided by the Sellers and are third party user generated content and the Company shall not be liable in any manner in this regard. The User agrees and acknowledges that it has had the opportunity to independently investigate, analyze and construe the business opportunity being offered under these T&C.

4.4 The User does hereby specifically agrees that it shall, at all times, comply with the requirements of the Information Technology Act, 2000 (“ IT Act”) as also rules, regulations, guidelines, bye laws and notifications made thereunder, while assessing or feeding any information/data on Sellfie. The User does further unequivocally declare that in case of any violation of any provisions of the IT Act and/or rules, regulations, guidelines, byelaws and notifications made thereunder, the User shall be solely responsible, at its sole cost and expenses for all acts, deeds and things and that the User alone shall be liable for civil and criminal liability thereunder or under any other law for the time being in force.

4.5 The User shall keep confidential, all information it receives by transacting on Sellfie. Breach of this Section and terms of the Privacy Policy – http://sellfie.com/privacy-policy.html displayed on Sellfie by a User will be considered a material breach and result in immediate discontinuation of the Services provided by the Company to such User. Breach of confidentiality provisions by a User shall cause immediate termination and appropriate legal action being initiated against such User by the Company.

4.6 The User acknowledges that it shall take all precautions as may be directed by the Company to ensure that there is no breach of security and integrity of Sellfie. The Company shall not be responsible for any loss incurred by a User for a failed / incomplete transaction on Sellfie.

4.7 The User acknowledges that the Company has no connection or interest whatsoever in the business of the Seller or the Products marketed by such Sellers and the Company does not in any manner take part in the business of the Seller, directly or indirectly and is not responsible for the Products provided by the Seller. The User hereby acknowledges that before placing an order for a Product the User has performed a diligence and background check of the Seller and is entering into the transaction being aware of the T&C. The User further acknowledges that Services being provided by the Company on Sellfie are being provided by it as an independent contractor, and the Company is in no manner acting as an agent of either the Seller or of the third party service provider.

4.8 The User acknowledges that Sellfie application shall provide information pertaining to other User’s availing the Services on Sellfie and information pertaining to the Company. The User hereby agrees that it shall not copy, modify or distribute or misuse any information provided on Sellfie for its personal use or gain. The User acknowledges that the Company is the sole and rightful owner of the Intellectual Property and the User agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property and not to associate the Intellectual Property with its own business, except for the purpose as specified in these T&C. In this regard “Intellectual Property” shall mean any and all property in any name, signature, word, letter, numeral or any combination thereof, trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets whether registered or not, belonging to the Company.

4.9 The User further acknowledges that the Company may collect, transfer, store and use the information provided by such User on Sellfie for the purpose of providing the Services on Sellfie.

4.10 The User acknowledges that the Company’s liability with respect to the Services on Sellfie shall be limited and shall be as per these T&C.

4.11 The User agrees and confirms that the sole and exclusive responsibility and obligation of the Company is to ensure that the Services on Sellfie are being provided in compliance with all applicable laws, rules and regulations.

4.12 The User acknowledges that the services to Sellfie may be interrupted while browsing, transacting, using or uploading information on Sellfie. The User further agrees that the Company reserves the right to suspend the Services, forthwith without assigning any reason whatsoever, at the sole discretion of the Company.

4.13 The User agrees that, if it does not agree to the applicability of any of the T&C and the Policies contained herein or other Policies on Sellfie, then the only remedy a User shall have will be to not use the Services and discontinue using its Account on Sellfie. However till such time that the User uses Sellfie and avails the Services on Sellfie shall be deemed that the User agrees to and shall continue to adhere and abide by the T&C and the Policies.

4.14 The User agrees and confirms that the payment-related Services are being provided by the Company on a best efforts basis with all efforts to keep these valid and subsisting. The Company shall not in any manner be liable to a User for failure or delay in providing these Services.

4.15 A User will be required to provide a valid phone number in order to avail the Services provided by the Company on Sellfie, including and not limited to placing orders for buying the Products. By registering their phone number with the Company, the User consents to be contacted by the Company via phone calls, emails and/or SMS notifications.

4.16 The User undertakes and agrees not to host, display, upload, modify, publish, transmit, update or share any information that:

(i) belongs to another person and to which a User does not have any right to;

(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

(iii) harm minors in any way;

(iv) infringes any patent, trademark, copyright or other proprietary rights;

(v) violates any law for the time being in force;

(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(vii) impersonate another person;

(viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.

4.17 The User shall duly comply with all requirements specified in these T&C and all other applicable Policies of Sellfie as may be amended from time to time by the Company.

4.18 The User hereby agrees that terms of returns, refund, and cancellation are as per the policy of the Seller and the Company shall have no liability in this regard. In the event of any refund claims, the User shall directly contact the Seller and the Company shall not be liable to process any refunds unless otherwise specified.

5. Mode Of Payment For Purchase Of Products By A User

5.1 A User buying a Product using Sellfie may make the payment using any of the payment methods available on Sellfie. By purchasing a Product using Sellfie, the User authorises the Company or its authorised representatives to collect, process, facilitate and remit the payments to the Seller.

5.2 By purchasing the Products using Sellfie and authorizing the Company to process the payment, the User agrees, accepts and understands that the Company as part of its Services is only a facilitator providing an electronic, automated online electronic payment, receiving payment through cash on delivery, collection and remittance facility for the sale and purchase of the Products.

5.3 The payments made by the User shall be governed by these T&C and such other terms and conditions, as may be prescribed by the Company from time to time, in relation to its payment gateway services (including processing of payment through debit/credit card, net banking facilities), issuance of Wallet http://www.citruspay.com/citrusbanktnc.html

5.4 The User understands that by ordering a Product using Sellfie, the User is entering into a binding agreement with the Seller to purchase the Product using the payment facilities available on Sellfie.

6. Delivery Of Products To Users

6.1 You hereby acknowledge that the Seller is solely responsible for delivery of the Product at the address prescribed by you from time to time and the Company shall have no liability in this regard, in any manner whatsoever.

6.2 You acknowledge that the address provided for delivery of the Product shall be in India and shall be accurate.

7. Reviews, feedback, submissions:

We encourage you to share your opinions, both favorable and unfavorable.

7.1 All reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered on Sellfie or otherwise disclosed, submitted or offered in connection with use of Sellfie (collectively, the “Comments”) shall be and remain the property of the Company. Such disclosure, submission or offer of any Comments shall constitute an assignment to the Company of all rights, titles and interests in all copyrights and other intellectual properties in the Comments.

7.2 The Company will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way.

7.3 You hereby agree that while writing reviews/feedbacks/submissions, you shall not violate any condition of our T&C or any applicable policy and would not engage in the following:

(i) Writing a fake review, trading reviews with other businesses, or compensating someone or being compensated to write a review;

(ii) Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right;

(iii) Threaten, stalk, harm, or harass others, or promote bigotry or discrimination; promote a business or other commercial venture or event, or otherwise use Sellfie for commercial purposes, except with a written permission from the Company;

(iv) Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate Sellfie search results or any third party website;

(v) Solicit personal information from minors, or submit or transmit pornography; or violate any applicable law.

7.4 You are, and shall remain, responsible for the content of any Comments you make and you agree to indemnify the Company and its affiliates against all claims, loss and liabilities resulting from any Comments you submit.

7.5 Further, any reliance placed on Comments available on Sellfie from a third party shall be at your sole risk and expense.

8. Policies

8.1 You hereby acknowledge that by agreeing to these T&C, you shall be bound by the following policies of Sellfie:

(i) The ‘Privacy Policy’ of Sellfie, which can be viewed by clicking on the following link: -

http://sellfie.com/privacy-policy.html

(ii) The ‘Cookie Policy’ of Sellfie, which can be viewed by clicking on the following link:

http://sellfie.com/cookie-policy.html

9. Indemnity

9.1 The User shall indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these T&C or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

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

10. Limitation Of Liability

10.1 Notwithstanding anything stated under these T&C and the Policies, in the unlikely and rare event, of the Company being liable to you, the aggregate liability of the Company from any cause whatsoever shall not in any event exceed an amount equivalent to the payment made by you in relation to the transaction under which such claim has been made.

10.2 Neither The Company Nor Any Of Its Directors, Employees, Agents Or Licensors Will Be Liable For Any Damages Of Any Kind, Including Without Limitation Direct, Indirect, Incidental, Punitive, And Consequential Damages, Arising Out Of Or In Connection With The Terms, Sellfie, The Services, The Transaction Processing Service, The Inability To Use The Services Or The Transaction Processing Service, Or Those Resulting From Any Services Purchased Or Obtained Or Messages Received Or Transactions Entered Into Through The Services Beyond The Value Of The Last Transaction Carried Out By The User Through Sellfie.

11. DISCLAIMER OF WARRANTIES AND LIABILITIES

11.1 It is hereby clarified that all Products or services made available to a User through Sellfie are provided on an ‘as is’ and ‘as available’ basis, without any representations and warranties, express or implied by the Company. The Company does not make any representations pertaining to the information, content, Products or services included on or otherwise made available to a User through Sellfie.

11.2 The Company and its licensees’ may publicly display advertisements and other information adjacent to or included with your Content. The Company takes no warranties on the content of such advertisements. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. Here, “Content” means text, images, photos, audio, music, video, and all other forms of data or communication. “Your/User Content” means Content that you submit or transmit to, through, or in connection with the service, such as videos, commentary, ratings, reviews, invitations, messages, and information that you publicly display or displayed in your account profile.

11.3 Without prejudice to the forgoing paragraph, the Company does not warrant that:

(i) Sellfie will be constantly available, or available at all; or

(ii) The information on Sellfie is complete, true, accurate or non-misleading;

(iii) The Services on Sellfie will not be interrupted while browsing, transacting, using or uploading information on Sellfie.

11.4 The Company will not be liable to you in any way or in relation to the contents of, or use of, or otherwise in connection with, Sellfie. The Company does not warrant that its site; information, content, materials, product (including software) or services included on or otherwise made available to you through Sellfie; their servers; or electronic communication sent from us are free of viruses or other harmful components, despite our best efforts to prevent these incidents.

12. Intellectual Property

12.1 Nothing contained herein shall authorize a User to use, display or exploit the Intellectual Property rights of the Company without the prior written consent of the Company.

12.2 Content included on Sellfie, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of the Company and is protected by India and international copyright, authors' rights and database right laws.

12.3 The compilation of all the content on Sellfie is the exclusive property of the Company and is protected by laws of India and international copyright and database right laws. All software used on Sellfie is the property of the Company, its affiliates or its software suppliers and is protected by India and international copyright and author' rights laws.

12.4 You shall not systematically extract/ or re-utilise parts of the contents of Sellfie without the Company’s express written consent. In particular, you shall not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of Sellfie, without the Company’s express written consent. You shall not create and/ or publish your own database that features substantial (eg: prices and product listings) parts of Sellfie without the Company’s express written consent.

12.5 You shall not use the trademark of the the Company for commercially exploiting your interests without our express permission. We reserve our right to initiate legal proceedings if we discover any intellectual property right infringement or passing off.

12.6 We respect the Intellectual Property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, contact the customer care (details under Section 14 of these T&C, as below).

13. Confidentiality

13.1 The User, where applicable, shall keep all the information pertaining to the Services including but not limited to the transactions on Sellfie (“Confidential Information”), confidential and shall not be disclosed to any person other than its officers (to the extent necessary to consummate the transaction contemplated hereby) without the prior written consent of the Company.

13.2 Confidential Information shall mean all the information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Company to a User whether before or after the date of these T&C. The User, where applicable, shall not, during the pendency of these T&C, or at any time after these T&C and the Policies expire or terminate, divulge or use any Confidential Information for the benefit of any other person, corporation, partnership, proprietorship, association, or other entity, nor will the User, directly or indirectly permit the disclosure of any Confidential Information or aid any third party to imitate any Confidential Information.

14. Customer Care

In the event of any grievance or complaint in relation to the use of the Services, the User may contact the Company as per the details specified in the confirmation email or SMS notification.

15. Termination

The Company may terminate these T&C and the Policies and/or the Services on Sellfie for any reason including for reasons of breach of these T&C, the Terms of Use or any of the Policies on Sellfie. The User’s sole right to terminate these T&C and the Policies is by not using Sellfie and deleting its Account with the Company.

16. Consequences Of Termination

Termination shall not affect any liabilities incurred by a User prior to the termination or for acts performed during the pendency of these T&C and the Policies which may result in a dispute post-termination of these T&C, nor any provision expressed to survive or to be effective on termination and the obligations set out in this Section shall remain in full force and effect notwithstanding termination.

17. General Provisions

17.1 No agency: These T&C and Policies constitute a principal-to-principal relationship between the Company and the User and do not attempt to create any employee-employer or agency relationship. The Services are being rendered by the Company as an independent entity and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the User hereto or any affiliates or subsidiaries thereof or to provide either the Company or the User with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party, i.e. either the Company or the User.

17.2 Assignments: The Company may assign, in whole or in part, the benefits or obligations of these T&C and the Policies to its associate’s of affiliates of other group company, or any other company, in circumstances including but not limited to pursuant to a restructuring or re-organization or demerger of its organization or operations causing a change in management or something of the nature. The Company shall not require approval or consent of the User, it can at its discretion provide an intimation of such assignment to the User. However, the User shall not assign, in whole or in part, the benefits or obligations of these T&C, without the prior written permission of the Company.

17.3 Force Majeure: The Company shall not be liable for its failure to perform under these T&C and the Policies as a result of occurrence of any force majeure events like acts of God, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments, change in laws, rules and regulations, affecting the performance of the Company, payment gateways or the logistic support partner.

17.4 Governing Law, Settlement of Disputes and Jurisdiction: Any dispute or claim relating to it, its enforceability or its termination under these T&C and the Policies shall be governed by the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the Company. The arbitration proceedings shall be held in English language at Mumbai. The courts at Mumbai shall have exclusive jurisdiction over any disputes relating to the subject matter herein.

17.5 Waiver: Unless otherwise expressly stated, failure to exercise or delay in exercising a right or remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

17.6 Survival of Provisions: The terms and provisions of these T&C, by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive termination.

17.7 Severability: If any provision, hereunder becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

17.8 Non Solicitation: The User warrants that it shall not directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract of services with any person employed by the Company.

17.9 Non-Exclusivity: It is agreed and clarified that the arrangement set out by these T&C and the Policies between the Company and the User is on a non-exclusive basis.

17.10 Notices: All notices, requests, demands, waivers and other communications required or permitted to be given hereunder shall be [_____], if to the Company, if to User, it shall be to the address registered with the Company.

17.11 Amendment: These T&C and Policies may be varied, amended or modified by the Company at any time. The last amended version shall be available on Sellfie at all times.