Terms of Use

TERMS OF USE

Our Privacy Policy forms part of the Terms of Use and can be found on the below mentioned link: Privacy Policy

TERMS OF USE AND NOTICES AGREEMENT BETWEEN USER AND SURPRIZE

 Access to and use of the worldwide website (“SURPRIZE.IN” hereinafter referred to as “SURPRIZE”), is provided and allowed only to person(s) in the jurisdiction(s) where it is lawful to provide such services, and subject to the terms, conditions and notices hereunder, as modified from time to time. Your accessing and using this website/SURPRIZE, constitutes your agreement to these terms, conditions and notices. As a registered user of this website/SURPRIZE, this Agreement shall be effective and binding upon your “Acceptance” of these terms and conditions. Acceptance means your act of clicking on the Check Box and on the Continue Button as provided on the User Registration page. Note if you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not click on the “Check Box” and the “Continue” button and do not seek access to or otherwise use the website/SURPRIZE.

1. DEFINITIONS

For the purposes of this Agreement, the words/phrases defined herein below shall be construed accordingly, unless repugnant to the context or the meaning thereof.

1.1 “ Agreement” means this particular Agreement between You and SURPRIZE, as it exists mutatis mutandis, and includes any and all schedules, appendices, annexures, privacy policies for the access and use of this Website.

1.2 “User” means and includes any and each person who establishes a connection for access to and use this website, and includes a Registered User, who registers on this Website.

1.3 “Website” means worldwide website in the domain of Surprize.in operated as SURPRIZE and, inter alia, provide a platform to sellers/buyers for showcasing and sale/purchase of various products sold by them and for providing transactional information in relation to any transactional of purchase/sale of products entered into between the sellers/buyers through this Website.

1.4 “You” means and includes any and each person as has been defined in “User” above.

1.5 “Seller” means the person, who/which showcases various products on the Website for sale to buyers through this website or generally through this Website, and includes franchisee/s of SURPRIZE or non-franchisee sellers.

1.6 “Buyer” means the person, who/which places an order for purchase of a product on the seller through this website or generally through this website.

1.7 “Individual” or “Person” means and includes any individual, firm, company, governmental authority, joint venture, partnership, association or any other entity (whether or not having separate legal entity).

2. SURPRIZE IS AN E-COMMERCE MARKETPLACE

2.1 SURPRIZE acts as a marketplace venue to allow Users who comply with SURPRIZE’s policies to offer, sell and buy certain goods within a fixed-price format. SURPRIZE is NOT directly involved in the transactions between Buyers and Sellers. As a result, SURPRIZE has no control over the quality, safety, morality or legality of any aspect of the items listed or the truth or accuracy of the listings, the ability of Sellers to sell items or the ability of Buyers to pay for items. SURPRIZE does not pre-screen Users or the content or information provided by Users. SURPRIZE cannot ensure that a Buyer or Seller will actually complete a transaction.

2.2 Consequently, SURPRIZE does not transfer legal ownership of items from the Seller to the Buyer.

2.3 SURPRIZE cannot guarantee the true identity, age, and nationality of a User. The User agrees that SURPRIZE is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other Users, or outside parties on SURPRIZE. User will use the SURPRIZE service at his/her own risk.

2.4 User agrees that the sole purpose of registering or using the Website is to buy or sell unique gift items including any products which are created by your hand or manufactured at your own facility as may be specifically notified by the Company on the Website from time to time (that are permitted to be bought and sold under applicable law) and User shall not use this Website for any other purpose including for selling or buying products other than as mentioned above or products that are not allowed under applicable law to be sold or bought in any manner. SURPRIZE do not entertain re-sellers on its platform.

3. ELIGIBILITY OF AND REPRESENTATIONS BY THE USER:

3.1 SURPRIZE’s services are available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. User represents and warrants that he/she is at least 18 years of age and that all registration information submitted is accurate and truthful. SURPRIZE reserves the right at its discretion to refuse to offer access to or use of the website to any person or entity and change its eligibility criteria at any time. These provisions are void where prohibited by law and the right to access the website is revoked in such jurisdictions.

4. USER ACCOUNT, PASSWORD AND SECURITY:

4.1 User will be able to access this Website only by registering with us, which the User must do by providing SURPRIZE with current, complete, and accurate information as promoted by the applicable registration form. User will be entirely responsible for maintaining the confidentiality of the account, password and payment related information. Furthermore the User will be entirely responsible for any and all activities that occur under the User’s account. User agrees to immediately notify any breach of the security and unauthorized use of the User’s account to the SURPRIZE. User also agrees that the User will be held liable for any loss incurred by the SURPRIZE or any other party due to someone else using the User’s account either with or without the User’s knowledge and undertakes to indemnify SURPRIZE in this regard.

4.2 User shall be responsible for protecting the confidentiality of the User’s account and password and for ensuring that all use of your account complies fully with the provisions of this Agreement.

4.3 User shall be responsible for keeping the account information up to date and accurate at all times including updation of changes from time to time. To sell items on SURPRIZE, User must provide and maintain valid payment information such credit card information or valid PayPal account or bank account details.

4.4 User is not allowed to transfer or sell his/her SURPRIZE account and user ID to any other party. If a User is registering as a business entity, the User must personally guarantee that the User have the authority to bind the entity to this Agreement.

4.5 SURPRIZE services are not available to temporarily or indefinitely suspended SURPRIZE members. SURPRIZE unilaterally reserves it’s right to cancel unconfirmed or inactive accounts and also reserves the right to refuse services to anyone for any reason, at any time, without showing any reason.

4.6 Non-compliance of the above general terms and conditions of this Agreement may subject the user to civil or criminal liabilities, penalties, non-registration and/or deactivation of the existing User Account with SURPRIZE website without notice or intimation of any kind.

5. FEES AND BILLING

5.1 User is free to sign up for SURPRIZE account. SURPRIZE does not charge fees for creating a shop and listing products for the purpose of sale at this point of time. The same may change in future. SURPRIZE charges a convenience fee as a percentage of the sale price only when the item sells through the SURPRIZE’s payment gateway. Convenience fee for a particular product can be discussed & agreed mutually between seller & SURPRIZE.

5.2 SURPRIZE’s Fees Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for SURPRIZE’s services are effective after SURPRIZE provides impacted User with at least fourteen (14) days’ notice by posting the changes on the Site. However, SURPRIZE may choose to temporarily change the Fee Policy and the fees for SURPRIZE’s services for promotional events (for example, free listings, trial offer, road shows, exhibitions etc.); such changes are effective when SURPRIZE posts the temporary promotional event on the Website. SURPRIZE may also reach out to Users for special promotions or display at the consent of the User at a certain fee from time to time. However, this would imply only for the Users who agree for it. SURPRIZE may, at its sole discretion, change some or all of SURPRIZE’s services at any time. In the event SURPRIZE introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise specifically stated, all fees are charged in INR (Indian Rupee).

5.3 In certain circumstances, including but not limited to a void or invalid transaction, SURPRIZE may issue a credit for the applicable fees to a Seller’s billing statement.

5.4 All fees/charges shall be quoted in Indian Rupees and shall be payable to Surprize within such time as specified in the invoice, including applicable taxes as may be levied.

5.5 User is responsible for paying all fees and applicable taxes associated with the usage of facilities of SURPRIZE.

5.6 Fees and Termination: If SURPRIZE terminates a listing or the User’s account, and/or if a User closes his/her account, or if the payment of SURPRIZE fees cannot be completed for any reason, then user shall be liable to pay SURPRIZE all unpaid fees plus any penalties, wherever applicable. If the Seller’s account is not paid in full and becomes past due, the Seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel).

6. LISTING AND SELLING

6.1 Listing Description:  By listing an item on the Website the User warrants that all aspects of the item comply with SURPRIZE’s published policies. The User’s listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing. SURPRIZE may decide to display products depending upon the relevance of content, hi-resolution images etc. The product will be listed on the website once SURPRIZE administrator approves the listing of products as per guidelines and policies of the Company.

6.2 The User shall not place any advertisements on the Website in any manner. Further, the User shall not use the Website to promote User’s own or any other persons business or interests on the Website except for providing description on a listing for a specific item, unless permitted by SURPRIZE in writing.

6.3 Shop Policies: All Users are urged to outline shop policies for their SURPRIZE shop. These policies may include, for example, shipping, returns, payment and selling policies. Users must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with SURPRIZE’s site-wide policies. Users/Sellers are responsible for enforcing their own reasonable shop policies. SURPRIZE reserves the right to request that a Seller modify a shop policy.
All contractual terms including the terms and conditions of delivery, payment, insurance etc. between the Buyer and the Seller shall be independently agreed with the other Users of the Website that you may transact with.

6.4 Binding Sale: All sales are binding. The Seller is obligated to ship the order or otherwise complete the transaction with the Buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the Buyer fails to meet the terms of the Seller’s listing (such as payment method), or (b) the Seller cannot authenticate the Buyer’s identity. The Buyer is obligated to deliver appropriate payment for items purchased.

6.6 Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. The User will not alter the price of an item after a sale for the purpose of avoiding SURPRIZE transaction fees, misrepresent the item’s location, or use another User’s account without permission.

7. PAYMENT

7.1 Payments for the items on the Website, can be made by way of (i) Payment on Billing which will be made through depositing cash in the bank account of SURPRIZE.

7.2 For the purposes of buying and/or selling any item listed on the Website, the User agrees and undertakes not to make payments in any manner other than as provided, without the prior consent of SURPRIZE.

7.3 The User acknowledges and accepts that the User have specifically authorized SURPRIZE to collect, process, facilitate and remit payments and/ or the Transaction Price by any of the prescribed methods of payment through Payment on Billing.

7.4 In order to enable Users to carry out transactions on the Website, SURPRIZE will in addition to other methods of payment provide an electronic payment facility by RAZORPAY on the Website. This facility enables automated collection and remittance services using the facilities of various Indian banks, financial institutions, credit/ debit/ cash card brands, various third party service providers and/or payment card industry issuers and through such other infrastructure and facilities as may be authorized by the Reserve Bank of India for collection, refund and remittance, as the case may be. The Facility shall be availed in accordance with the terms of this User Agreement and the rules and policies prescribed hereunder.

7.5 SURPRIZE shall make reasonable efforts to ensure that requests for electronic debits and credits involving Issuing Bank are informed to the Nodal Bank (defined below) in a timely manner. However, a number of factors that are outside of the Company’s control (including without limitation actions of Issuing Bank, Nodal Bank and the bank or credit / debit/ cash card and/or banks or financial institution infrastructure or indirectly through payment gateway facility providers or through any such facility authorized by the Reserve Bank of India to provide enabling support facility for collection and remittance of payment where the Transaction Price is remitted and/or refunded) may delay the time within which the Transaction Price are collected/ remitted by the Company through the Facility. The Company neither makes any representations nor makes any warranties regarding the amount of time needed to complete processing, including delays in the banking system and nor shall the Company be liable for any actual or consequential damages arising from any claim of delay.

7.6 Any claim for refund of any payment made to SURPRIZE, for any reason whatsoever, shall be to the account of the Seller, and SURPRIZE shall not be responsible for the same including but not limited to service charges or any other fees/ charges.

7.7 The User agrees and accepts that SURPRIZE is neither acting as trustee nor acting in a fiduciary capacity with respect to the Transaction or the Transaction Price, by providing the BillPay Facility or any other method of payment to its Users.

7.8 Online Payment: In order to facilitate payments for Product(s) purchased by Seller through SURPRIZE website, at the request of Sellers, offers an online payment gateway facility that will enable the Purchaser to make payment in respect thereof to the Sellers using a credit/debit card account, subject to Purchaser’s complete acceptance and adherence to the terms and conditions hereof as well as the terms and conditions of the website of the payment gateway service provider/s. Please refer to Annexure 1 at the bottom of this page for detailed terms related to Online Payment.

7.9 Credit/Debit card details: The Buyer agrees, understands, undertakes and confirm that the credit/debit card details provided by the Buyer for making payments for product/s purchased through the SURPRIZE website, either through on line payment gateway mechanism or through the IVR system will be correct, current, complete and accurate and the Buyer shall not use the credit/debit card or any other bank account which is not lawfully owned by the Seller. The aforesaid information provided by the Buyer will not be shared by SURPRIZE/User with any of the third parties unless required by law, regulation or court order or for facilitating and completing the purchases made by the Buyer. SURPRIZE or the Seller will not be responsible for any financial loss, inconvenience or mental agony resulting from misuse of the Seller/Buyer’s ID/password/credit/debit card number/account details in any way.

8. PROHIBITED, QUESTIONABLE AND INFRINGING ITEMS AND ACTIVITIES

8.1 The User is solely responsible for his/her conduct and activities on and regarding to SURPRIZE and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that the User submits, posts, and displays on SURPRIZE website.

8.2 The User agrees and undertakes not to host, display, upload, modify, publish, transmit, update or share any information or list any information or item that: (a) belongs to another person and to which the User does not have any right to; (b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; (c) harm minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items; (e) violates any law for the time being in force; (f) deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonate another person or use an anonymous proxy; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; (j) shall not be false, inaccurate or misleading; (k) shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force; (l) may give rise to liability on part of the Website or the Company or cause any hindrance (in whole or in part) with respect to the services of Internet service providers or other suppliers of the Website or the Company; and (m) link directly or indirectly to or include descriptions of items that are (i) prohibited under the User Agreement or any other applicable law for the time being in force including but not limited to the Drugs and Cosmetics Act, 1940, the Drugs And Magic Remedies (Objectionable Advertisements) Act, 1954, the Indian Penal Code, 1860, Information Technology Act 2000 as amended time to time and rules there under or (ii) are at the same time listed for sale on a web site other than the Website. You shall not promote any website or webpage or link on the Website.

9. CONTENT

9.1 License: SURPRIZE does not claim ownership rights in User’s Content. The User grants SURPRIZE a license solely to enable SURPRIZE to use any information or Content User supply to SURPRIZE, so that SURPRIZE is not in violation of any rights the User might have in that Content. The User agrees to allow SURPRIZE to store or re-format User’s Content on SURPRIZE and display the same on SURPRIZE in any way as SURPRIZE chooses. When providing content using the Services (directly or indirectly), you grant SURPRIZE a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined above) you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against SURPRIZE, our assignees, our sub-licensees, and their assignees your Intellectual Property Rights in that content in connection with our, those assignees’, and those sub-licensees’ use of that content in connection with our provision, expansion, and promotion of the Services.

9.2 The User shall be responsible for keeping backup versions of the information and data provided by the User. The User hereby agrees that he/she will not expect the Website to restore or keep back up of your information and data and not hold the Website or the Company accountable for any loss of data in any circumstances.

9.3 As part of a transaction, User/Seller may obtain personal information, including email address and shipping information, from another SURPRIZE user in your independent capacity. Without obtaining prior permission from the other User, this personal information shall only be used for that transaction or for SURPRIZE-related communications. SURPRIZE has not granted the User a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the User, you are not licensed to add any SURPRIZE User to email or physical mailing list.

9.4 SURPRIZE will promote the product, features and services from time to time to Users. The discretion of communication by SURPRIZE to particular User will be solely on their own discretion.

9.5 Re-Posting Content: By posting Content on SURPRIZE, it is possible for an outside website or a third party to re-post that Content. The User agrees to hold SURPRIZE harmless for any dispute concerning this use. If the User chooses to display his/her own SURPRIZE-hosted image on another website, the image must provide a link back to its listing page on SURPRIZE.

9.6 Idea Submissions: SURPRIZE considers any unsolicited suggestions, ideas, proposals or other material submitted to it by Users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the “Material”) to be non-confidential and non-proprietary, and SURPRIZE shall not be liable for the disclosure or use of such Material. If, at SURPRIZE’s request, any member sends Material to improve the site (for example through the Forums or to customer support), SURPRIZE will also consider that Material to be non-confidential and non-proprietary and SURPRIZE will not be liable for use or disclosure of the Material. Any communication by you to SURPRIZE is subject to this Agreement. You hereby grant and agree to grant SURPRIZE, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

9.7 Other Resources: SURPRIZE neither endorses nor responsible directly or indirectly for the availability of outside websites or resources linked to or referenced on the Site and for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

9.8 The User agrees to defend, indemnify and hold harmless SURPRIZE, its shareholders, affiliates, sellers, partners, and their respective directors, officers, employees and agents from and against all claims, demands, losses, damages, liabilities, expenses, actions, including but not limited to, reasonable attorney fees, made by any third party, arising out of the use of SURPRIZE website by the User or through your User Account or any breach of this Agreement by the User.

10. RESOLUTION OF DISPUTES AND RELEASE

10.1 Any dispute arising from or relating to the subject matter of this Agreement, including any dispute or difference in regard to the interpretation of any provision or term or the meaning or validity thereof, or in regard to any claim of one party against the other or in regard to the rights and obligations of any party or parties hereto under this Agreement, shall be referred to a sole arbitrator, who shall be a neutral third party nominated by the Chief Executive Officer of SURPRIZE. The arbitration shall be governed by the provisions of Indian Arbitration and Conciliation Act, 1996 for the time being in force. The Seat of the arbitration shall be Mumbai in India. The language of the arbitration shall be in English. Each party shall bear the costs of the arbitration equally unless otherwise awarded by the Sole Arbitrator. The Arbitration Award shall be final and binding on all the parties to the Arbitration.

10.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

10.3 If any disputes arise between one or more Users relating to the subject matter of this Agreement or any other claims, SURPRIZE encourages Users report the disputes to the local law enforcement agencies, or approach certified mediation or arbitration entity, as may be applicable.

10.4 The User agrees that the SURPRIZE has no obligation to resolve disputes between Users inter se or with outside parties. However, SURPRIZE may in good faith attempts to resolve a dispute in its own discretion, but will not make any judgments regarding legal issues or claims.

11. INTELLECTUAL PROPERTY RIGHTS:

11.1 All trademarks/service marks appearing on the SURPRIZE website are the property of their respective owners or licensors. Nothing contained on this Website should be construed as granting, by implication or otherwise, any license or right to use any trademark/service mark displayed on this Website, whether of SURPRIZE’s or its licensors or its affiliates or any third party.

11.2 Copyrights:
(a) The works of authorship contained in this Website including, but not limited to, all design, text including software (like software for the running of this website, and programme codes which may execute on server or which may be embedded or downloadable from individual pages on this website), illustrations, images, pictures, graphics, video, sound and music collectively called “the Materials”, are owned, except where expressly stated otherwise by SURPRIZE or one of its affiliates or partners. Further SURPRIZE owns a copyright in the selection, co-ordination, arrangement and enhancement of the Materials (which shall be included in the “Materials” for the purpose of clauses dealing with IPRs and Disclaimers). This website including all components and Materials are protected by Indian and International Copyright Laws and International Treaties as a collective wok and/or as a compilation and/or as individual works.

(b) The Users shall not copy, reproduce, transmit, display, perform, distribute, rent, sub-lease, alter, store this Website Materials for subsequent use or otherwise use in whole or in part, in any manner, without prior express written permission of SURPRIZE, except to the extent it constitutes ‘fair use’ under the Indian Copyright Act, 1957. The User acknowledges that the User does not acquire any ownership rights by downloading any copyright protected Materials. Any rights not expressly granted in these terms are reserved.

12. BREACH/TERMINATION

12.1 Either SURPRIZE or the User may terminate this Agreement at any time. Without limiting the foregoing, SURPRIZE shall have the right to immediately terminate, temporarily or indefinitely suspend the User’s account privileges, issue a warning to a User, prohibit access to the Site, and take technical and legal steps to keep a User off the Site and refuse to provide services to a User, if SURPRIZE at its sole discretion, considers that the User has breached this Agreement in letter and spirits and/or SURPRIZE is unable to verify or authenticate any of the personal information or Content provided by the User and/or SURPRIZE believes that a User is acting or engaged in improper or fraudulent activity in connection with SURPRIZE or that such action of the User may cause legal liability or financial loss to SURPRIZE or its other Users.

13. DISCLAIMER, WARRANTIES AND LIABILITIES

13.1 Whilst SURPRIZE will endeavour to ensure that the information on SURPRIZE website is correct, due to the inherent hazards of electronic distribution of Material and other factors, there may be inaccuracies in such Materials in the SURPRIZE website as well. SURPRIZE, Users, Sellers, Service providers or technology partners provide this Website and facilities including “Order Placing Facility “as is” and without any warranty or condition, express or implied or statutory and specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement in relation to any product. For the said reason, SURPRIZE does not also guarantee continuous, uninterrupted access to the Site, as the operation of the Site may be interfered by numerous factors outside SURPRIZE’s control.

13.2 SURPRIZE shall have absolutely no liabilities whatsoever nature arising out of or in connection with the usage of Materials and services/facilities on this website by Users or any other person, but not limited to, any liability for any damage or loss to bodily injury, computer hardware, data, information and/or business resulting from the Materials or the lack of Materials available on this Website or from any computer viruses, communication line failure.

13.3 SURPRIZE’s liability to Users or any third parties in any circumstances (if applicable) is limited to the amount of fees the User pay to SURPRIZE in the 12 months prior to the action giving rise to liability. Wherever the exclusion or limitations of incidental or consequential damages are not allowed, this clause will not be applicable.

13.4 The User agrees to indemnify and hold SURPRIZE and its parents, subsidiaries, affiliates, officers, directors, agents, employees, etc harmless from any claim or demand, including reasonable attorney fees, made by any third party/ies due to or arising out of the breach of this Agreement by you or the documents it incorporates by reference or your violation of any law or the rights of a third party.

14. MISCELLANEOUS

14.1 Legal Compliance/Taxes: The User shall comply with all applicable domestic and international laws, statutes, ordinances and regulations as may be applicable regarding the use of the website and any SURPRIZE services with respect to User’s listing, purchase, solicitations of offers to purchase, and sale of items. In addition, the User shall be responsible for payment of taxes applicable from time to time on any purchases/sales made on the website, excluding taxes on SURPRIZE’s net income.

14.2 Entire Agreement: This Agreement together with the various Rules made for the governing of certain services on this Website and annexures/schedules thereto, constitutes the entire understanding of the parties with respect to the subject matter of this Agreement.

14.3 Severability: If any of the provisions of this Agreement or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable under any existing or applicable laws, such provisions would be deemed severed from the rest of this Agreement and the remainder of this Agreement or the application of such terms or provisions to persons or circumstances other than those as to which they are invalid or unenforceable, shall not be affected thereby, and each term and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.4 No Agency: The User and SURPRIZE are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14.5 Good Faith: The User shall act in good faith in the performance of User’s obligations under this Agreement.

14.6 Notices: Except as explicitly stated otherwise, any notices shall be given by post to SURPRIZE: Attn: Legal Department, in the case of SURPRIZE, or in User’s case to the email address provided by you to SURPRIZE (either during registration process). Notice shall be deemed served 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternately, SURPRIZE may give the User Notice by certified mail, postage prepaid and return receipt requested, to the address provided to SURPRIZE, in such a case notice shall be deemed given 3 days after the date of mailing.

14.7 General: The User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment’s, software needed for access to and use of this Website, and all charges relating thereto. When you visit the Website or send emails to SURPRIZE or give SURPRIZE your feedback, the User understands that the User is communicating with SURPRIZE electronically/through electronic records and consent to receive communications from SURPRIZE through the said media. The User agrees that all agreements, notices, disclosures and other communications that the SURPRIZE provides the User electronically satisfy all legal requirements of adequate service of notice/electronic record.

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

ANNEXURE 1 : ONLINE PAYMENT TERMS AND CONDITIONS

Online Payment system is provided by SURPRIZE on behalf of Users/Sellers. SURPRIZE may update and revise these terms and conditions from time to time and any changes will be effective immediately on being set out here. Please ensure You are aware of the current terms.

The Online Payment are processed through an online payment gateway system provided by Razorpay, who comply with the Payment Card Industry Data Security Standards (PCI DSS) for Credit Card data security and the payment mechanism shall be subject to the terms and conditions set out by Razorpay. Please read these terms carefully before using the online payment facility. Using the online payment facility on this Website indicates that you accept these terms. If you do not accept these terms, do not use this facility.

All payments are subject to the following conditions:

1. Your payment instructions will be effected only after proper authentication in accordance with the procedures prescribed by the online payment facility.
2. Your payment will be normally credited to the Seller account to which you are making payment on next immediate scheduled payment cycle (fortnightly) from the date of product delivery.
3. Neither SURPRIZE nor the Seller will accept any liability if payment is refused or declined by the Credit/Debit Card supplier/Service Provider for any reason.
4. If the Card supplier/service provider declines payment for any reason whatsoever, SURPRIZE or the Seller is under no obligation to bring this fact to your attention or deliver the product/s. You should check with your bank/credit/debit card supplier that requisite payment has been deducted from your account for credit to the account of the Seller.
5. SURPRIZE and/or Seller shall not be liable to the User for any injury or damage caused by way of failure of performance, delay in processing or transmission, error, interruption, communication line failure etc. whilst using the on-line payment facility, whether in contract, negligence or under any other legal theory/cause of action whatsoever.
6. In no event will SURPRIZE or Seller be liable for any damage whatsoever arising out of the use, inability to use, or the results of use of this online payment facility, any website linked to this SURPRIZE website for use of the online payment facility, failure of internet facility, server or on account of computer virus or the materials or information contained at any or all such websites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of any such damages.
7. Refunds, if applicable will only be made on the debit/credit card or bank account used for payment for the original transaction.
8. Your use of this service is at your sole risk, and the online payment facility is entitled, in its sole discretion, to refuse to comply with any of your instructions without assigning any reasons. Further the online payment facility reserves the right to charge and recover certain fees for the use of its services.
9. Although adequate security measures are adopted, SURPRIZE and or Seller shall not be responsible for any unauthorized access to the service or your account.