Terms of Use

A GENERAL PROVISO

1. This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable. These Terms constitute a binding and enforceable legal contract between the Company and a User (as defined below) or any end user of the Services (collectively, "you"). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms, (b) are 18 (eighteen) years of age or older, and (c) are an Indian resident. If you represent an entity, organization, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms.
2. These Terms also include our Privacy Policy and our Community Guidelines, available at the Platform and any internal guidelines, supplementary terms, policies, or disclaimers made available or issued by us from time to time. By continuing to access or use the Platform, or any Service on the Platform, you signify your acceptance of the Terms.
3. The Company reserves the right to make changes to these Terms by posting the new/updated version and your continued use and/or non-deletion of the Platform shall indicate your agreement to such changes. Accordingly, we encourage you to kindly continue to review the Terms whenever accessing or using the Platform so as to be abreast with the changes that we may be carrying out to these Terms.
4. By using the Services, you agree that you have read, understood, and are bound by these Terms, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access the Platform or use the Services.

B SERVICES

1. The Company provides and operates online websites at Zooplive.com, operates applications, such as "Zoop" (the "App") and "Zoop for Sellers" (the "Seller App") (collectively the "Services"). People use our Platform to sell, discover and buy products from various sellers. Our Services allow You to shop the products from recorded videos and engaging livestream shows. The Platform allows only limited and restricted access to the services for unregistered users. As an unregistered user, you will be able to browse on the Platform, however, you will not be able to make any purchases until you register on the Platform. As a registered user of the Platform, you can also find, follow, and shop seller content directly in the Platform. We may also provide emails of content and products that may interest you. Our Services create technological and commercial relationships between third-party retailers and other businesses ("Vendor"), individuals and consumers ("You", "Your" and "Users"). Our Services create a fun and convenient shopping experience to You, while facilitating sales and marketing of Vendor products and services (collectively, "Products").
2. Changes to this Agreement apply to your use of our Services after the effective date. Zoop may change these terms, our Privacy Policy, community guidelines or our Cookie Policy at any time. Zoop will notify You of a change through our Services, such as when You next log-in, or by other means, including via email. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Apps or Sites. You may close your account and/or discontinue using our Services. You acknowledge that use of our Services after we post or send notice of the changes means that you agree to the new terms and that your personal data is subject to any updated policies.
3. We may change, suspend, or terminate your use of the Services at our discretion. Zoop may change, suspend or terminate your use of the Services with or without cause or notice to You, including, without limitation, if Zoop believes that you have violated or acted inconsistently with the Agreement. In the event of termination, all your representations, warranties, indemnifications, and promises shall survive. We may store or keep any content that you have provided, liked or posted. ZOOP SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH DISCONTINUATION OF SERVICES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).
4. It is agreed and understood that the role of Zoop is merely that of a facilitator and the Products listed on the Platform are sold by the relevant Vendors and therefore Zoop is not and will not be responsible for any claim or for any damages suffered that are related, directly or indirectly, to or arising out of the Purchase of the Products by the User through the Platform. The transaction is between the User and the relevant Vendor and in case of any dispute in relation to the Products, the responsibility for redressal of any of the User's complaints will be managed by Zoop but rest solely with the relevant Vendor at all times.

C ORDERS

1. You may place orders for Vendors' products through our Services (each, a "Purchase"). The receipt of an order number or an email order confirmation does not constitute Zoop's or any Vendor's acceptance of an order or a confirmation of an offer to sell. Vendors and Zoop reserve the right to refuse service to any User or cancel an order for any reason.
2. Verification of information may be required prior to the acceptance of an order.
3. Prices and availability of products are subject to change without notice.
4. Users agree that by placing an order through the Services, you are entering into a binding contract and agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for paying any taxes that may be applicable to your Purchases. Your total price will include the price of the product(s) plus any applicable sales tax, shipping and handling or other applicable fees.

D ACCESS TO SERVICES

1. ELIGIBILITY

To use our Services, you must (i) be at least 18 years of age and (ii) be either old enough to lawfully enter into this Agreement yourself or have your parent or legal guardian do so. THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 18 YEARS OF AGE OR OLDER. IF YOU ARE 18 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 18 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD'S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD'S USE OF THE SERVICES. ZOOP DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 18.

2. REGISTRATION

You agree to provide certain information to set up your account. As part of the registration process, you will select a username and provide us with your email, phone number and certain other information. You hereby consent to our access to and collection of such personal information about you. By registering for the Services, you hereby authorize Zoop to send you important emails and other communications.

You agree to protect not share your account with others. Unless we Zoop has provided prior consent, You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. Zoop shall be entitled to assume that a user presenting your username, email and phone number, in fact, you. You agree to notify Zoop immediately of any unauthorized use of your account. Zoop shall have the right at any time to change, modify or amend your username and password.

You agree to provide correct information and keep it updated. You agree to only use our Services for personal reasons and not, for example, to compete with us. You represent and warrant that the information you provide to Zoop is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of Zoop and are not using the Services in competition with Zoop. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or Zoop.

3. UPDATES

We may provide you updates from time to time and may require you to use the most updated version. Zoop shall have the right in its sole discretion to substitute, replace, modify, update or upgrade ("updates") the Services as Zoop deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of Zoop. If Zoop shall provide you with any updates, you will be required to utilize such version. Zoop will only be required to support the most recent and current version provided to you. Depending on the update, You may not be able to use the Apps until You have downloaded the latest version and accepted any new terms that may apply. In case of a conflict between this Agreement and other terms provided with respect to updates, such other terms will prevail. This section will not require Zoop to deliver new features and functionality nor any future products which may be offered.

4. SUPPORT

We may provide user support. Zoop reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.

5. MESSAGES

You agree to receive messages from us, including marketing materials. You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, such as email. It is your responsibility for ensuring that Zoop has your current email address at all times. Any notice sent to you via such email address by Zoop shall be deemed given, received, and read by you, whether or not it actually is received and/or read.

6. AUTOMATED PROCESSING

We may show relevant content to you and others based on automated processing. Our Services include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.

E PAYMENTS

1. The Platform permits payment via various modes, which may include virtual payment wallets and online payments through debit/credit cards and internet banking or any other method adopted by the Company from time to time.
2. Users shall pay all applicable purchase prices, Taxes, shipping and handling, processing, and other fees in connection with products purchased in the manner specified on or selected through the Services.
3. Payment is due immediately upon making a Purchase.
4. By making a Purchase, User is authorizing our payment processor, Juspay/Pay-U or any other payment aggregator/payment gateway that Zoop engages. ("Payment Processor"), to provide payment checkout and debit amounts from the User.
5. By using the Services to make Purchases, User agrees to Payment Processor's Services Agreement available at their websites and Zoop is not a party to your agreements with Payment Processor and does not act as a payment processor in any respect. Accordingly, Zoop is not liable to you for any payment processing or other transactions, or any liability resulting therefrom.
6. As a condition of using payment processing services through the Payment Processor, you agree to provide Zoop and Payment Processor with accurate and complete information about yourself. You agree that Zoop, Payment Processor, and Vendors may use your' personal information, including payment data, for purposes of providing payment services in accordance with Zoop's Privacy Policy.
7. Do not share your payment card, bank account or other financial information with any other person. We expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.
8. While availing any of the payment method/s available on the Platform, Zoop will not be responsible for or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to the User due to: (i) Lack of authorization for any transaction(s);(ii) Exceeding the pre-set limit mutually agreed by the User and between bank/s; (iii) Any payment issues arising out of the transaction; (iv) Rejection of transaction for any other reason(s) whatsoever.
9. All payments made against the purchases on Platform by the User shall be compulsorily in Indian Rupees. It is expressly clarified that Zoop will not facilitate transactions with respect to any other form of currency with respect to the purchases made on the Platform.
10. At the time of delivering the User's Order, the User may be required, in certain cases, to provide supporting documents (including but not limited to identification and address proof issued by the Government of India). This is done in the interest of providing the User with a safe online shopping environment.
11. The User acknowledges that Zoop will not be liable for any damages, interests or claims, losses resulting from or suffered on account of not processing a transaction/ transaction amount or any delay in processing a transaction/ transaction amount which is beyond the control of Zoop.

F SHIPPING - RISK OF LOSS

The Company is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from the failure of a Vendor or any shipping carrier, or a contractor engaged by the Vendor or shipping carrier to deliver or delay in delivering products Purchased through the Services. For more details, please refer to our shipping, exchange and refunds policy available on the Platform.

G RIGHTS AND RESTRICTIONS ON USE

WARNINGS; DISCLAIMERS

Our Services include content from third parties such as Vendors and individuals, which we do not control. We disclaim any liability for such content. You understand that Zoop does not accept any liability whatsoever for any harm that might result from any statements presented on the Services, including statements and opinions on the Services, products viewed via the Services, or third-party advertisements or services posted or linked through the Services. You understand that any statements by Zoop, its employees, agents, and affiliates are provided for informational purposes only. Zoop reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. Zoop makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services advertised, offered, or provided by any Vendor, statements made by any individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.

RESTRICTIONS ON YOUR USE

You agree not to copy our Services, circumvent our security, or otherwise engage in prohibited conduct. You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Zoop is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of "screen scraping," "database scraping," or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by Zoop. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Zoop or its affiliates without prior express written consent. You may not use any meta tags or any other "hidden text" utilizing Zoop's name or trademarks without our express written consent. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host's infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services. You agree you will not reverse engineer, disassemble or decompile any Zoop prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. You agree to be bound by any application, forum, or specific rules published within the Services.

YOUR REPRESENTATIONS AND WARRANTIES

You own all of your User Content (as defined below). You represent, warrant and agree that you are the exclusive owner of your User Content and/or you have all rights, licenses, consents and releases necessary for the User Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without Zoop incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party's intellectual property rights, a third party's rights of publicity or privacy, or any other law or regulation.

WARNINGS; DISCLAIMERS

If you choose to share content through the Services in areas that others can view, copy, and use, then you do so at your own risk. ZOOP IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT YOU VOLUNTARILY SUBMIT THROUGH THE SITES OR ANY OF THE APPS IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.

H INAPPROPRIATE CONTENT

1. Zoop aims to be a safe and productive community for all Users, including Buyers and Vendors, to interact, sell and shop in an inclusive, fun, and safe way. We want our Vendors to be able to express themselves, sell their Items, and interact in the community on Zoop in a way that allows Vendors and the wider community to thrive.
2. You agree not to post or behave inappropriately. We reserve the right to determine if a post or act is offensive. You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything Zoop, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:
   • impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
   • promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another's privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, or otherwise objectionable;
   • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   • Contain nudity or depict pornography and/or sexual acts.
   • Be meant to deceive, intentionally mislead, or intentionally mimic or harm a person, brand, or a product.
   • you do not have the right to disclose under contract or applicable law;
   • contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
   • involves the transmission of "junk mail", "chain letters" or unsolicited mass e-mails — "spam";
   • uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
   • engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes;
   • includes other people's personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
   Violating this Agreement may lead to you being immediately and permanently banned, with notification to your Internet Service Provider if deemed necessary.

I LINKS TO OTHER SITES, NETWORKS, PLATFORMS, AND APPS

Your decision to access Linked Technologies is at your own risk. We are not responsible for third party activities. The Services may contain links to third party sites, networks, platforms or apps ("Linked Technologies"), including advertisers. However, please be aware that Zoop is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. Zoop is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by Zoop. If You decide to access any Linked Technologies, then You do so at your own risk.

J OWNERSHIP OF INTELLECTUAL PROPERTY

1. The Services allow Vendors to post, upload, and/or livestream content such as videos, photos, images, text, graphics, and other materials (collectively, "User Content"). Even if You are not a Vendor, as a User/User you may have the opportunity to post User Content such as comments, product reviews, or other materials.
2. You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available.
3. You, and not Zoop, are entirely responsible for all your User Content that you upload, post, livestream, e-mail, or otherwise transmit via the Services.
4. Zoop is not obligated to publish any User Content on our Services, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.
5. You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, subject to certain limitations related to Vendor Marks (as defined below).
6. To the extent any Vendors' name, trademarks, trade names, service marks, and/or logos ("Vendor Marks") are published or displayed on the Services as part of its User Content (including, but not limited to, in connection with the sale of its products), the Vendor hereby grants Zoop and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such Vendor Marks solely in connection with our provision of the Services and operation of the Site and the App. Vendors represent and warrant that the Vendor Marks are owned by the Vendor or that the Vendor has all rights necessary to grant us the foregoing license, and that the Vendor Marks, and their use by Zoop as permitted herein, do not and will not infringe or misappropriate the intellectual property rights of any third party.
7. All other trademarks appearing on the Services are the property of their respective owners. You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein. The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY ZOOP. You agree to only use the Apps and Sites as expressly permitted herein.

K DISCLAIMER OF WARRANTIES

You expressly agree that use of and access to the Services or any Content is at your sole risk. The Services are provided on an "as is" and an "as available" basis. We do not make, and hereby disclaim, any representations or warranties regarding the Services and User Content offered through the Services or any portion thereof, express, implied or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, or any warranties arising by course of dealing or custom of trade. We make no representation or warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, error-free, virus-free, or otherwise secure basis.

L LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Zoop, its licensors, suppliers, partners, affiliates or third-party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or any other form of damages in any manner arising out of or in connection with this Agreement or your use of the Services or any Content, regardless of the form of action or the basis of the claim or whether or not we have been advised of the possibility of such damages.

M INDEMNITY

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement and/or (b) your use of the Services. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. Zoop reserves the right, at its own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

N CHOICE OF LAW AND CONSENT TO JURISDICTION

This Agreement is governed by the laws of India, without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of courts in New Delhi, India with respect to all disputes arising out of or relating to the Services. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates).

O TERMINATION/ CANCELLATION

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.