Please read this agreement, which governs your use of the Website, including any content, functionality, and services offered on or through the Website.
By accessing the Website, you agree to this agreement. If you do not want to agree to this agreement, you must not access the Website.
- Services Offered
The Website is an electronic platform in the form of an electronic marketplace and an intermediary that (a) provides a platform for Users (who are sellers) to advertise, exhibit, make available, live stream and offer to sell various Products to other Users (who are buyers / customers), and (b) a platform for such other Users to accept the offer to sell of the Products made by the sellers on the Website and to make payments to the sellers for purchase of the Products, and (c) services to facilitate the engagement of buyers and sellers to under commerce on the Website, and (d) such other services as are incidental and ancillary thereto. The Services are offered to the Users through various modes, which may include issue of coupons, and vouchers that can be redeemed for various Products.
- Eligibility To Use
- The Services are not available to minors under the age of eighteen (18) or to any Users suspended or removed from the xuppi system by xuppi for any reason whatsoever. If You are disqualified as per the preceding sentence, You shall not be permitted to avail of the Services or use the Website. You represent that You are of legal age to form a binding contract and are not a person barred from receiving the Services under as per local laws of your country.
- Xuppi reserves the right to refuse access to use the Services offered at the Website to new Users or to terminate access granted to existing Users at any time without according any reasons for doing so.
- You shall not have more than one active Account (defined hereunder) on the Website. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another person.
- You are not accessing the Website from a place, country, or location in which doing so would, or could be considered a violation of law;
- All information you provide to the Company is accurate, and you will promptly update this information when necessary to make sure that it remains accurate;
- You own the payment method you pay with and authorize the Company (or its authorized payment processing agent) to charge your payment method for the offers you purchase; and
- By logging on, you will have released and discharged the providers, owners, and Sellers of the Website from all liability that may arise.
- How to set up your account as a Seller account
- Account Creation.
You must complete the registration process by providing the Company with accurate information as prompted by the applicable registration form. You also will choose a password and a username. By creating an account, you state that (a) all account registration, and profile information you provide is your own and is accurate; (b) if you previously had an account on the Website, your old account was not terminated or suspended by the Company for violation of this agreement; and (c) your creating an account for your own personal use and you will not sell, rent, or transfer your account to any third party.
If you choose to open a Seller account (as opposed to a standard user account), you will additionally provide to Xuppi.com
- Business Registration details – Number, VAT or GST numbers
- Owner’s ID Documents – National ID Card, Passport or Driving License
- Tax ID Details – Pan Card, Sales Tax depending on your country
- Chargeable Credit Card (Optional)
- Business Bank Details for Payouts
- Uploading documents – Certificate of Incorporation, Cancelled Cheque or bank letters
- Responsibility for Account.
You are responsible for keeping your password and account confidential. Further, you are responsible for all activities that occur under your account. You must notify the Company promptly of any unauthorized use of your account or any other security breach.
- Liability for Account Misuse.
The Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by the Company or another party due to someone else using your account or password.
- Use of Other Accounts.
You must not use anyone else’s account at any time.
- Account Security.
The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized third parties will never be able to defeat the Website’s security measures or use any personal information you provide to the Company for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Product Sales by Sellers
- In General.
As a registered seller, you shall list item(s) for sale on the Platform in accordance with the policies which are incorporated by way of reference in this ToU. You must be legally able to sell the item(s) you list for sale on our Platform and must have all the necessary licences and permits required for such sale. You must ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics, pictures or videos that describe your item for sale. All items must be listed in an appropriate category on the Platform. All listed items must be kept in stock for successful fulfillment of sales. The listing description of the item must not be misleading and must describe the actual condition of the product. If the item description does not match the actual condition of the item, you agree to refund any amount that you may have received from the buyer. You agree not to list a single product in multiple quantities across various categories on the Platform. Xuppi reserves the right to delete such multiple listings of the same product listed by you in various categories. Xuppi reserves the right to restrict the selling of products originating from certain countries.
All text, graphics, seller interfaces, visual interfaces, photographs, trademarks, logos, sounds, music and artwork, notes, messages, emails, billboard postings, drawings, profiles, opinions, ideas, images, videos, audio files, other material or information (collectively ‘Content’) are third-party generated Content and Xuppi has no responsibility or liability over such third-party generated Content as Xuppi is merely an intermediary for the purposes of this ToU. Except as expressly provided in the ToU, no part of the Platform including the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including ‘mirroring’) to any other computer, server, website or other medium for publication, distribution or any commercial enterprise without Xuppi’s prior written consent.
You may use the information on the products and services made available on the Platform for downloading provided you:
(1) do not remove any proprietary notice language in all copies of such Content;
(2) use such Content only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it to any media;
(3) make no modifications to any Content; and
(4) do not make any additional representations or warranties relating to the Content.
- Limited License
Xuppi grants sellers a limited, non-transferable, non-exclusive, non-sub licensable, non-assignable and personal license to use "Powered by Xuppi" and/or “Xuppi.com” name and/or logo on seller’s invoice for transactions concluded on the Platform. Further, Xuppi grants sellers a limited, non-transferable, non-exclusive, non-sublicensable, non-assignable and personal license to use “Xuppi.com” name and/or logo on packing material used by sellers for delivery of Products sold on the Platform.
1. Transactions, transaction price and all commercial terms such as delivery, dispatch of products and/or services are as per principal to principal bipartite contractual obligations between sellers and buyers and the payment facility is merely used by sellers and buyers to facilitate the completion of transactions. Use of the payment facility shall not render Xuppi liable or responsible for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform.
2. You have specifically authorized Xuppi or its service providers to collect, process, facilitate, and remit payments and/or the transaction price electronically to and from buyers in respect of transactions through payment facility. Your relationship with Xuppi is on a principal to principal basis and by accepting the ToU, you agree that Xuppi is an independent contractor for all purposes and does not have control of or liability for the products or services that are listed on the Platform and paid for by using the payment facility. Xuppi does not guarantee the identity of any User nor does it ensure that a buyer or a seller will complete a transaction.
3. You understand, accept, and agree that the payment facility provided by Xuppi is neither a banking nor financial service, but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, , collection and remittance for transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway (PG) network. Further, by providing payment facility, Xuppi neither acts as a trustee nor fiduciary with respect to transaction or transaction price.
It is hereby clarified that cash on delivery (COD) option may not be available for select products or categories, at Xuppi’s sole discretion.
4. All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions agreed to between a seller buyer and the respective issuing bank.
- Dispatch of products and/or services
1. You, as a seller, shall be required to dispatch the products and/or services for every transaction to the buyer within the time period as provided in the TOU to ensure that the products and/or services are delivered in a timely manner. Further, you will solely be responsible for undertaking transit insurance for products sold by You on the Platform. For avoidance of doubt, Xuppi will not be responsible for undertaking any insurance(s) for products sold by sellers on the Platform
2. Seller shall provide dispatch details and details of after-sales services related to products and services listed by it on the Platform to Xuppi in such a manner and within a time period as provided in the policies, failing which the transaction shall stand cancelled.
3. Seller shall dispatch the products and/or services using only an approved delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ (PoDs) documentation. Such PoD documentation relating to delivery should be maintained by a seller for a period of 3 (three) years from the date of dispatch. The PoDs should be furnished to Xuppi on demand within the time frame as notified from time to time.
4. Seller agrees that the dispatch details shall be true, correct, and duly authorized and shall not be misleading, fraudulent, false, unauthorized, illegal and shall not contain any misrepresentation of facts.
5. In case a seller fails to provide dispatch details or provides dispatch details not complying with policies, it shall result in consequences as more specifically stated in the TOU and may lead to suspension and/or termination of seller account.
6. Seller agrees that the transaction price paid by a buyer will be remitted to a seller’s bank account contingent upon the following events:
a) Buyer confirms the delivery of products and/or services in the transaction;
b) Buyer does not take any action on payment facility to confirm delivery within such a time period as provided in the policies despite confirmation of dispatch of products and/or services by a seller to the buyer;
c) Buyer’s refund claim is rejected by Xuppi due to any breach of the ToU, policies, and any applicable law;
d) Once the transaction is completed by the Seller, the remittance to seller shall be made as per payout guidelines.
7. You are required to route all shipments/consignments through the Logistic Partner, unless otherwise specified. ‘Logistic Partner’ shall mean a logistic service provider as approved by Xuppi.
- Prepaid Payment Instruments
- Xuppi may, either itself or through third-party service providers, offer prepaid instruments as a payment option for transactions on the Platform to users. Any purchases by buyers on the Platform using the prepaid instruments shall be governed by the following terms and conditions:
- Such prepaid instruments may be used to make payments for the products and/or services purchased on the Platform
- Such prepaid instruments can be redeemed by buyers by selecting the payment mode as may be provided on the Platform.
- Such prepaid instruments cannot be used to purchase other prepaid instruments or gift vouchers.
- If the order value exceeds the amount of such prepaid instruments, the balance must be paid by the respective buyer via Credit Card/Debit Card /Internet Banking. COD shall not be available as payment option for such transactions.
- If the order value is less than the amount of such prepaid instruments, the outstanding balance (after deduction of order value) will reflect as credit balance for such prepaid instruments.
- Prepaid instruments and any unused balance of such prepaid instruments shall expire 1 year from the date of their issue.
- Prepaid instruments cannot be redeemed for cash.
- Xuppi is not responsible if prepaid instruments are lost, stolen, or used without permission.
- Buyers can combine and use a maximum of 3 prepaid instruments per order. They can be combined with promotional codes.
- Purchases of prepaid instruments are not eligible for cashback offers.
- All sellers on the Platform will accept this prepaid instrument as a payment instrument.
- Xuppi will make payments to sellers whose products and/or services have been purchased by buyers redeeming electronic gift vouchers (EGV) as per the guidelines issued by the Reserve Bank of India from time to time.
- Fees & Charges
Registration on the Platform is free. Xuppi does not charge any fee for browsing/registering on the Platform. However, before you list a product or service for sale through the Platform, we request you to review our fee policy, which is hereby incorporated by reference into this ToU. Xuppi reserves the right to change its fee policy from time to time. In particular, Xuppi may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Platform. In such an event, Xuppi reserves the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the fee policy shall be posted on the Platform and such changes shall automatically become effective immediately after they are posted on the Platform. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to Xuppi. You shall be solely responsible for compliance with all applicable laws for making payments to Xuppi. You hereby agree that Xuppi shall have the right to set off any amounts due and payable by You to Xuppi against any payments due from Xuppi to You.
- Chargeback/Disputed Payments
In case of chargebacks claimed by users or disputes raised on any payments, Xuppi holds no responsibility for the authenticity of such chargeback and will abide by the final judgement passed by the Payment Gateway and the Bank that has issued the Credit Card, Debit Card or any other medium of completing the transaction, including Wallets and UPI services.
In the unfortunate event of such chargebacks or disputes, Xuppi shall make honest efforts in recovering the lost amount from the user and expect cooperation from the Sellers and may even reach out to the Seller to gather evidence and supporting documents to be submitted to the clearing Banks and Payment Gateways. However, since Xuppi has no control over these chargebacks or disputes, in whatsoever form, the Seller payout relating to such transactions shall be withheld by the platform until the amounts are unconditionally cleared by the clearing banks and payment gateways.
Seller shall not hold Xuppi or any of its representatives responsible for such withholding of the amounts.
- Risk Transaction Policy
Xuppi holds all its clients and Sellers in very high esteem. To ensure smooth functioning of the platform and a seamless experience to both Customers and Sellers, we have an internal team which keeps a tab on all the transactions.
If any of the transactions are identified as suspicious or risky by the internal risk team, in any manner possible, Xuppi shall be eligible to classify these transactions into ‘Suspense Account’.
The kind of transactions that may fall into this category include: Credit Card/UPI/Payment Wallet/Debit Card or other payment method wherein the details of the Customer do not match to the payment method used for transaction. Also, wherein a high spender on the platform spends a considerable amount only on one or a particular set of Seller/s.
On any transactions being identified as ‘Risk Transactions’, neither the Customer; nor the Seller shall get credit for such purchases into their respective accounts till such time these entries are cleared by the Banking channels through which the transactions are done. The holdback for such Risk Transactions could range from 90 days to 180 days depending on the banking channel/partner used for the Transactions and Xuppi holds no role to play in these timelines.
- Circumstances in which we may withhold Seller Earnings
We may withhold all or any part of the Seller Earnings due to you but not yet paid out:
- if we suspect that all or any part of the Seller Earnings result from unlawful activity, either by you or by the Buyer who made the Buyer Payment resulting in the Seller Earnings,
- If once we have finished our investigation we determine that Seller Earnings are forfeited, we will use our best efforts to return any Buyer Payments, which resulted in forfeited Seller Earnings to the relevant Buyer who paid such Buyer Payments.
- Tax Compliance – VAT & GST
- In General:
We recommend that all Sellers seek professional advice to ensure you are compliant with your local Tax and VAT rules for EU/UK Sells, based on your individual circumstances. For India – You are responsible for paying all fees associated with the use of the Platform and charges collected in respect of such usage. You agree to bear any and all applicable taxes, charges, cesses levied thereon (including CGST+SGST/IGST/CGST+UGST and GST cess as may be applicable to the transaction).
- A seller agrees that Xuppi may offer to provide express remittance to eligible sellers as per payments settlement policy. Express Remittance shall be subject to RBI Intermediary Guidelines and arrangements/directions of the nodal bank. Xuppi, at its sole discretion, may make such an offer to eligible sellers and the same shall not be construed as a right but only as a privilege. Eligible sellers understand that Xuppi reserves the right to withdraw Express Remittance at any time for any violation of the ToU or Xuppi’s policies and/or failure by the eligible sellers to maintain or comply with the parameters as may be decided by Xuppi from time to time.
- A seller expressly agrees that issuing the correct and complete invoice is the sole and primary responsibility of a seller. Furthermore, the seller shall ensure that invoices state ‘Powered by Xuppi’ and failing to do so, a seller shall be liable to chargebacks (as applicable).
- In case of any chargebacks levied by the bank, Xuppi shall have the right to deduct such chargebacks from seller remittances, present and future, and a seller’s only remedy will be to discuss and resolve the same with the bank. A seller hereby agrees to extend full co-operation in resolving the chargeback disputes raised by a buyer through the bank and shall provide necessary documentation regarding the transaction to the complete satisfaction of the bank. In case the chargeback is ruled against a seller, Xuppi shall be entitled and authorized to recover the same from the seller to its fullest extent and the bank’s decision shall be final and binding in this regard. In the event Xuppi has made any excess payment to the seller inadvertently, such excess payments shall be set-off from any future payments payable by Xuppi to the seller.
- Xuppi may delay notifying the payment confirmation, i.e. informing the seller to dispatch if Xuppi deems suspicious or a buyer conducts high transaction volumes to ensure safety of the transaction and transaction price. In addition, Xuppi may hold transaction price and not inform seller to dispatch or remit transaction price to law enforcement officials (instead of refunding the same to a buyer) at the request of law enforcement officials or in the event of a buyer being engaged in any form of illegal activity.
- Sellers acknowledge that Xuppi will not be liable for any damages, interests, claims etc. resulting from not processing a transaction/transaction price or any delay in processing a transaction/transaction price that is beyond the control of Xuppi.
- By using Xuppi as a Seller, you warrant (which means you make a legally enforceable promise) that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Xuppi to the relevant Tax authority in your jurisdiction, as required by law.
- By using Xuppi as a Seller you warrant (which means you make a legally enforceable promise) that you will at all times comply with all laws and regulations relating to Tax which apply to you. If, at any point whilst you have an Xuppi account, any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to Tax) or if any litigation, enquiry, or investigation is commenced against you that is in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree that you will:
- notify us by email to email@example.com in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, enquiry or investigation (as applicable); and
- promptly provide us by email to firstname.lastname@example.org with:
- details of the steps which you are taking to address the occurrence of the Tax non-compliance and to prevent the same from happening again, together with any mitigating factors that you consider relevant; and
- such other information in relation to the occurrence of the Tax non-compliance as we may reasonably require.
- For the avoidance of doubt, you are responsible for your own Tax affairs and Xuppi is not responsible or liable for any non-payment of Tax by Sellers.
- We reserve the right to close your Xuppi account if we are notified of or become aware of any Tax non-compliance by you.
Xuppi shall have the right to inspect and audit seller’s records and premises / place of business through itself or through Xuppi approved third party testing agencies. Cost of such an audit shall solely be borne by Xuppi unless the audit reflects discrepancy in seller accounts / non-compliance with Xuppi’s seller policies, in which case the cost of audit shall be borne by the seller.
- Product Description
Xuppi does not warrant that product description or other content on the Platform is accurate, complete, reliable, current, or error-free and assumes no liability in this regard.
- Without limiting other remedies, we may limit your activity, immediately remove your information, warn other users of your actions immediately, temporarily/indefinitely suspend/terminate/block your account and/or refuse you access to the Platform, or put your account on hold, in the event of, including but not limited to, the following:
- if we are unable to verify or authenticate any information you provide;
- if it is believed that your actions may cause legal liability for you, other users, or us; or
- if you do not produce the legal requirement documents such as, the documents required for product sales in the Drugs and Cosmetics category, the BIS license documents, the Brand Authorisation letter, or a Trademark registration proof, as may be required by Xuppi Authorities.
- We may at any time, at our sole discretion, reinstate suspended sellers. A seller that has been suspended or blocked may not register or attempt to register with us or use the Platform (through itself or any other entity or legal form) in any manner whatsoever until such time that such a seller is reinstated by us. Notwithstanding the foregoing, if you breach the ToU or other rules and policies, we reserve the right to recover any amounts due and owed by you to us and take strict legal action, including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against you.
- Compliance with Laws for sale of products
- Seller shall sign an undertaking stating that they have obtained and will continue to maintain in force all the necessary licenses, permissions, authorizations, and permits needed to distribute, market, supply and sell the (“Products”) on Xuppi.com under applicable laws, from time to time, including, the Food Safety and Standards Act, 2006, Food safety and standards (licensing and registration of food business), Regulations, 2011 and all applicable legislations under Food Safety and Standards Regulations, in each case, as amended from time to time. For all times during which the seller may advertise, distribute, market, supply or sell the Products on Xuppi.com, the undertaking remains true and correct in all respects.
Further, the seller shall immediately notify Xuppi, in writing, upon the lapse of the FSSAI License and/or in case of receipt of any order, demand, warrant or document or any regulatory action with respect to the FSSAI License. The seller acknowledges and agrees that Xuppi shall be permitted to assign or otherwise furnish the undertaking to any authority or person as may be required for official purposes.
Seller shall be required to enter the mandatory attributes while listing products on the platform (including but not limited to the country of origin of the product) as provided under the Legal Packaged Commodity Rules and the related amendments.
- In the event of sale of Jewellery, the seller shall provide a hallmark certificate (in accordance with applicable laws) along with the product at the time of delivery. Further, it shall be sole responsibility of the Seller to comply with hallmarking or other similar provisions applicable for the sale of Jewellery and Xuppi shall not be liable whatsoever for any non-compliance in this regard.
- In the event of sale of Jewellery, Seller shall ensure conducting of buyer KYC in accordance with the prevention of anti-money laundering laws and other applicable laws. Xuppi hereby disclaims any responsibility for conducting Buyer KYC.
- Seller shall comply with all laws and regulations applicable, including but not limited to anti-money laundering (including ‘know your customer’ and ‘customer due diligence’), and economic sanctions laws and regulations. Neither party will engage in a transaction pursuant to this ToU that will cause the other party to violate such regulations.
- Seller shall ensure that no products are sourced or used in the manufacturing or in the provision of services which originate wholly or in part, from any of the prohibited countries as per local law of location of sellers.
- If and to the extent that you collect, access, use, store, record, or otherwise process (collectively “Process”) any personally identified or identifiable information such as name, age, gender, email address, physical address, phone number, in any form that can be linked to a specific individual (“Personal Information”) received by you from or on behalf of Xuppi (or any Xuppi group company) employees, contractors, users, partners, or other third parties or otherwise obtained in connection with performing your obligations under this ToU (“Xuppi’s Personal Information"), you agree to:
- comply with applicable data protection laws, rules and regulations governing the collection, use, protection, breach notification, retention, disclosure of Personal Information to the Local Law Agencies.
- Keep and maintain all Xuppi’s Personal Information in strict confidence and the obligation to protect Personal Information shall survive in perpetuity; and
- Process Xuppi’s Personal Information solely to fulfil Your obligations under this ToU and not sell, rent, trade, lease, use for its own advertisement or marketing purposes, or otherwise make an unauthorized disclosure of Xuppi’s Personal Information to any third party.
- You undertake sole and exclusive responsibility to ensure that the products you want to list on Xuppi.com for Sales are permissible for such a Sale and are not prohibited or restricted per one or many conditions imposed by the extant laws of the land, Xuppi’s Prohibited and Restricted Items Policy, or other Xuppi policies/ Laws listed in Sellers.Xuppi.com
- Products must adhere to the Local legal laws and Labelling requirements by ensuring that the indicated weights and measurement indicated in the products and/or its components are commensurate with the mandatory and legal requirements of the same which make the product and/or components accurate, authentic and secure for consumption/utilisation by the customer. Xuppi does not assume any responsibility for the proceedings undertaken by an aggrieved customer/consumer against the seller in the event of a non-adherence. However, in the event of a complaint from a consumer/customer, the seller is obligated to answer queries on the non-adherence to the Local Legal Laws, failing which Xuppi can temporarily/indefinitely suspend/terminate/block/with-hold your account at its own discretion.
- User Conduct
- You must not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Website in any medium, including by any automated or non-automated “scraping;”
- using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Website;
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website;
- taking any action that imposes, or may impose at the Company’s sole discretion an unreasonable or disproportionately large load on the Website infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Website;
- collecting or harvesting any personally identifiable information, including account names, from the Website;
- using the Website for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Website;
- accessing any content on the Website through any technology or means other than those provided or authorized by the Website; or
- bypassing the security measures that the Company may use to prevent or restrict access to the Website, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content located on it.
- You must not do any of the following while using the Website’s interactive features:
- harass, stalk, threaten, embarrass, or cause distress or discomfort to an Seller;
- use language that could be considered offensive or likely to harass, upset, intimidate, embarrass, alarm, or annoy;
- transmit any information, data, text, files, links, software, communication, or other materials that a reasonable person would consider to be unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, slanderous, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- create, upload, post, display, publish, or distribute any content that violates another’s copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image, or other identity of another without proper consent);
- distribute messages between you and any Seller;
- record, rebroadcast, or distribute any video or other content found on the Website;
- post private or personal data about any person;
- request personal data from or share your personal data with any Seller, including financial information, email address, telephone number, or mailing address;
- request money from, or otherwise defraud, an Seller;
- impersonate any person;
- discuss or engage in any activity that may be considered obscene in your community or may be generally considered obscene worldwide, including pedophilia, the exploitation of children, age-play, incest, rape, extreme violence, genital mutilation, sadomasochistic abuse or bondage, torture, bestiality, necrophilia, urination, defecation, “going to the bathroom,” enema play, vomiting, menstrual bleeding, or paraphilia;
- offer or solicit money or other consideration in exchange for sex;
- advertise, promote, or solicit prostitution or escort services;
- promote or advertise firearms or other weapons, tobacco, drugs, or drug paraphernalia;
- discuss, facilitate, or promote any illegal activity (including posting links to other websites that deal with illegal activities), or advocate, facilitate, promote, or assist any unlawful act;
- post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation through the Website, including the solicitation of Sellers for commercial ventures or for prostitution or escort services;
- transmit “junk mail,” “chain letters,” or “spam;” or
- engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
- If you threaten, harass, bully, or stalk any Seller through the Website or any third-party social media platform, that Seller may terminate your access to their profile or private third-party social media account. If an Seller terminates your access to their profile or private third-party social media account because you engaged in this type of behavior or any other behavior that violates this section 7 or that third-party social media platform’s terms, policies, or guidelines, you will not receive a refund or any credit.
- User Content
- Content Ownership.
You retain all ownership rights to content uploaded to the Website.
- Content License.
By submitting content to the Website, you hereby grant the Company a worldwide, nonexclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Website and the Company’s (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Website (and derivative works of it) in any media formats and through any media channels.
- Third-Party Content.
Through the Website, you will have the ability to access or use content provided by third parties. The Company cannot guarantee that third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable to you for your access or use of any third-party content.
- Links to other Websites.
The Website may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
- Third-Party Social Media Platforms.
The Company does not own, operate, or control third-party social media platforms. Your use of any third-party social media platform in connection with your subscription is subject to that third-party social media platform’s terms, policies, and guidelines. If your third-party social media platform account is suspended or terminated as a result of your violation of that third-party social media platform’s terms, policies, or guidelines, you will not receive a refund or credit for any lost access due to a third-party social media platform’s suspension or termination of your account with that platform.
- No Endorsement.
The Company operates the Website as a neutral host, and the Company does not regularly monitor, regulate, or police the Website’s use by any of its participants. The participation in the Website by a visitor, user, Seller, studio, or other third party (collectively, the ) does not constitute the Company’s endorsement that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any participant. Participants are independent parties, and the Company does not, and will not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participant.
- Copyright Policy.
The Company respects the intellectual property rights of others and expects the Website’s users to do the same. The Company will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company’s copyright agent with the following information:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- It is the Company’s policy in appropriate circumstances to disable or terminate the user accounts of repeat infringers in accordance with the Company’s repeat infringer policy.
- Monitoring and Enforcement
- The Company may do any of the following:
- Remove or refuse to post any submission or communication for any reason, including obscene or defamatory material or excessive length;
- Take any action against any submission or communication that the Company considers necessary or appropriate, including if the Company believes that the submission or communication breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
- Disclose your identity or other information about you to any person who claims that your submission or communication violates their rights, including their intellectual-property rights or their privacy rights;
- Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website; or
- Terminate or suspend your access to all or part of the Website for any reason, including breach of this agreement.
- The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of or other information about anyone posting any submission or communication on or through the Website or otherwise engaging in any alleged wrongful conduct. You hereby waive any claims you might have against the Company—including its affiliates, licensees, and service providers—resulting from any action taken by the Company during or because of the Company’s investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
- The Company cannot and does not review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. You remain solely responsible for the content of your submissions and communications. The Company will not be liable for any action or inaction regarding submissions, transmissions, communications, or content provided by any user or third party. The Company will not be liable to anyone for performance or nonperformance of the activities described in this section 15. But if you know of any submission or communication that violates this agreement, please email the Company at email@example.com Please provide as much detail as possible, including (1) a copy of the objectionable submission or the location where the Company may find it, (2) the reason the Company should remove it, and (3) a statement certifying the accuracy of the information you provided to the Company.
- Changes to the Website; Availability
- Although the Company may update the content on the Website on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is not required to update that material. If you believe you have found errors or omissions on the Website, you can bring them to the Company’s attention by email at firstname.lastname@example.org
- While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of the Company’s control may interfere with or adversely affect its operation of the Website.
- Compliance with Law.
The Company is located in the England. The Company is not making any statement that the Website or any of its content is accessible or appropriate outside of the England. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the England, you do so on your own initiative and are responsible for complying with all local laws. If you access the Website in a jurisdiction that prohibits or restricts its use, the Company will not have any liability to you for your use of the Website.
- Acknowledgements and Warranty Disclaimers
- You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Website will be free from loss, corruption, attack, viruses or other destructive code, interference, hacking, or other security intrusions. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Website for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service (DDoS) attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on the Website, or on any website linked to the Website.
- The Company is not making any warranty about the availability or functionality of any third-party social media platform. You acknowledge that the Company is not affiliated with any third-party social media platform and that third-party social media platforms do not sponsor or endorse the Company or the Website. You further acknowledge that the Company has no control over third-party social media platforms and that third-party social media platforms may suspend or terminate an Seller account that you subscribe to for violation of that third-party social media platform’s terms, policies, or guidelines at any time.
- You acknowledge that the Website includes content provided by third parties, including materials provided by other users, Sellers, studios, third-party licensors, syndicators, or aggregators (collectively, “Third-Party Materials”), and that the Company does not prescreen or preemptively monitor Third-Party Materials. All statements or opinions expressed in Third-Party Materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing Third-Party Materials. Third-Party Materials do not reflect the opinion of the Company. The Company will not be liable to you or any other person for the content or accuracy of any Third-Party Materials. You further acknowledge that you may be exposed to Third-Party Materials that are inaccurate, offensive, indecent, obscene, or otherwise objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against the Company with respect to those Third-Party Materials.
- Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. The Company provides the Website, its content, and any services or items obtained through the Website “as is,” “with all faults,” and “as available,” without making any warranty, either express or implied. The Company is not making any warranty (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Website or the server that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.
- The Company is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, title, noninfringement, privacy, security, and fitness for particular purpose. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated in this agreement.
- Limit on Liability; Release
- A third-party social media platform’s suspension or termination of your account or the private third-party social media account of any Seller you purchase access to;
- An Seller’s failure to add you to the Seller’s private third-party social media account;
- Errors, mistakes, or inaccuracies of content;
- Personal injury or property damage resulting from your access to and use of the Website or its content;
- Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
- Unauthorized access to or use of the Company’s servers and any personal or financial information stored in them, including unauthorized access or changes to your submissions, transmissions, or data;
- Interruption or cessation of transmission to or from the Website;
- Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;
- Incompatibility between the Website and your other services, hardware, or software;
- Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or
- Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.
- You hereby release the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from all liability arising out of submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.
- Exclusion of Damages; Exclusive Remedy
- Unless caused by gross negligence or intentional misconduct, the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to your access or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors also will not be liable to you for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to stop using the Website and cancel your subscriptions. The maximum liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to you for any claim will not exceed the greater of $100 or the amount you have paid to the Company for the applicable purchase out of which liability arose even if the remedy fails of its essential purpose.
- Scope of Disclaimers, Exclusions, and Limits.
The disclaimers, exclusions, and limits stated in sections 18, 19, and 20 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits will not apply to you.
- In General.
- “Loss” means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
- A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
- Indemnified Party’s Duty to Notify You.
The Indemnified Party will notify you before the 30th day after the Indemnified Party knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Indemnified Party’s failure to timely notify you does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
- Legal Defense of a Claim.
The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs you to control the defense. If the Indemnified Party directs you to control the defense, you will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.
- No Exclusivity.
The Indemnified Parties’ rights under this section 22 do not affect other rights they might have.
- Governing Law; Place for Resolving Disputes
- The laws of the England, without giving effect to any conflicts of law principles, govern all matters arising out of or relating to the Website or this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a “sale of goods.” This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- Except for disputes subject to arbitration, all disputes arising out of or relating to the Website or this agreement will be subject to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in England. Each party hereby submits to the personal jurisdiction of the courts of competent jurisdiction located in England to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.
- For purposes of this section 23, the Website will be deemed solely based in England and will be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in any other jurisdiction.
- Dispute Resolution
- Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive or other equitable relief, or (b) a suit to compel compliance with this dispute resolution procedure.
- Negotiation. Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website.
- Mediation. If the parties cannot settle a dispute arising out of or relating to the Website or this agreement through negotiation after 30 days, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules. Mediation will take place in England. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.
- Procedure. If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Site or this agreement by binding arbitration administered by the ICC in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.
- Location. Unless the parties agree otherwise, the arbitration will take place in England.
- Fees. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
- Award. The award rendered by the arbitrator must include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Confidentiality. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
- Right to Injunctive Relief. The parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. Nothing in this section 24 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Website, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.
- Recovery of Expenses. In any proceedings between the parties arising out of or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of this section 24.6, “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
- Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
- Class Action Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.
- Limitation on Time to Bring Claims. A party will not bring a claim arising out of or relating to the Website or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
- Entire Agreement.
This agreement constitutes the entire agreement between you and the Company about your access to and use of the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of the Website. A printed version of this agreement will be admissible in any proceedings arising out of or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.
- Copy of this Agreement.
You may, and the Company recommends that you, print this agreement on your printer or save them to your computer. If you have trouble printing a copy, please email the Company at and the Company will email you a copy.
The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of this page. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company at
- Assignment and Delegation.
The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 25.4 is void.
- No Waivers.
The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
The parties intend as follows:
- that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
- that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
- that if an unenforceable provision is modified or disregarded in accordance with this section 25.6, then the rest of the agreement will remain in effect as written; and
- that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
- Sending Notice to the Company. You may send notice to the Company by email at email@example.com unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
- Sending Notice to You—Electronic Notice. You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
- Force Majeure.
The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including:
- Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
- War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
- Fiber cuts;
- Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
- Failure of the telecommunications or information services infrastructure; and
- Hacking, SPAM, or any failure of a computer, server, network, or software.
- No Third-Party Beneficiaries. This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
- Relationship of the Parties. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
- Successors and Assigns.
This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 25.11 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 25.4 addresses these matters.
- Permission to Email You.
- Electronic Signatures.
18 U.S.C 2257 Record-Keeping Requirements Compliance Statement
RazrCorp Group Limited
172 Birmingham Road