TERMS AND CONDITIONS OF ZANVOS

Welcome to ZanVos (hereinafter referred to as the “Application”, “App”, “We”, “Us”, “Our” or “Platform”), owned and operated by ZanVos (hereinafter referred to as “the Company'') with its registered office located at 3936 Stark Dr NW. The Application is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms'').

Our application provides an online marketplace ("Application") where registered suppliers ('Suppliers'') who have subscribed to our services can offer to sell their products to registered users of Application including to Retailers ("Retailers") and other Users. Through our platform Retailers’ products are also dropshipped by the Suppliers directly to the End Customer.

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THE AGREEMENT ACCEPTANCE FORM, SUPPLIER (HEREINAFTER REFERRED TO AS “SUPPLIERS”) AND RETAILERS (HEREINAFTER REFERRED TO AS “RETAILER”) (COLLECTIVELY REFERRED AS “YOU” OR “YOUR”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. WHEN YOU UNDERTAKE ANY ACTIVITY ON THE APPLICATION YOU AGREE TO ACCEPT THESE TERMS AND CONDITIONS.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

IN USING THIS APPLICATION YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE APPLICATION ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE SUPPLIERS AND US. BY ACCESSING THIS APPLICATION, AND/OR UNDERTAKING TO PERFORM A SERVICE BY US INDICATES YOUR UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE DISCLAIMER NOTICE AND THE FULL TERMS AND CONDITIONS CONTAINED HEREIN.

 

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1. ZANVOS USE OF SERVICES: DEFINITIONS OF TERMS

1.1. “Company” shall mean ZanVos which owns and operates the Application, ZanVos.

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1.2. ZanVos is an Application is an online web-based marketplace, an automated dropshipping platform linked to Shopify and WooCommerce applications and other providers that allow Retailers to purchase products directly from Suppliers who have subscribed to our services. Through our platform Retailers’ products are dropshipped by the Suppliers directly to the End Customer.

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1.3. The Agreement sets forth the Sign-Up Form and these Retailer or Supplier Terms and Conditions.

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1.4. “Supplier” is any person who has registered as a Supplier on the Platform, primarily for the purpose of using the Application as a marketplace where  Retailers list and sell their products on their online store and having those products dropshipped by that Supplier to that Retailer’s End Customers.

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1.5. “Supplier Profile” means the Supplier’s profile on our Platform, which is available for Retailers to view and on which Suppliers may provide information regarding their location, terms of supply, processing time, shipping time and such other information.

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1.6. “Retailer” signifies the entity registered as “Retailer” on the Platform in order to receive dropshipping services from Suppliers according to these Terms and Conditions;

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1.7. “Retailer Order” means an order by a Retailer to purchase Products from the Supplier.

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1.8. “End Customers” is an end customer of a Retailer to whom any Products are to be dropshipped by the Supplier through the delivery company.

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1.9. “Dropshipped” and “dropshipping” means sending Products directly from Supplier to an End Customer on behalf of a Retailer.

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1.10. “Services” denotes the services offered by and subscribed for by Retailer and Supplier under the Agreement; Application offers services to help Retailers dropship their products directly to end consumers by the supplier.

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1.11. “Listing” shall mean and include the products of the Supplier and its related information published/posted on Company’s Application.

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1.12. Products represent Supplier’s products listed in our platform including, without limitation, those specified in the Sign-Up Form (if any). The product list may be updated at any time by the Supplier in conformity with the Terms and Conditions of this Agreement;

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1.13. “Registration” means the feature offered to Supplier and Retailer to register on our Application by providing us your Username, Email- address, password. Once you create an account on our Application, you can login on our Application using your e-mail id and password and which refers to these terms, and which may set out certain commercial terms such as the terms, fees and features of the Service to be delivered.

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2. INTERPRETATION

2.1. The official language of these terms shall be English.

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2.2. The headings and subheadings are merely for convenience purposes and shall not be used for interpretation.

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3. ELIGIBILITY

3.1. You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

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3.2. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Our Application reserves the right to terminate your membership and refuse to provide you with access to the Application if we discover that you are under the age of 18 years. The Service is not available to any Users previously removed from the Service by us, unless we provide such Users with specific written authorization to re-use the Service.

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3.3. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.

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3.4. Unauthorized Users are strictly prohibited from accessing or attempting to access, directly or indirectly, the Application. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws.

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3.5. Our Application may, in its sole discretion, refuse to offer access to or use of the Application to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Application is revoked in such jurisdictions.

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4. REGISTRATION

4.1. The Supplier will have to register with us in order to list their products on our Application and the Retailer will have to register to buy the products from the suppliers on our platform.

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4.2. In order to register with us, the Supplier and Retailer will have to visit the registration page on our Application and therein you have to provide details such as your Username, E-mail id, and password. Once the Supplier and the Retailer registers with us, its account will be created on our Application and by using the same it will be able to list its Product on our Application. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us via call or email at brandprotection@ZanVos.com of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must not share your password or other access credentials with any other person or entity that is not authorized to access your account. Without limiting the foregoing, you are solely responsible for any activities or actions that occur under your Application account access credentials. We encourage you to use a “strong” password (a password that includes a combination of upper and lower case letters, numbers, and symbols) with your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with any of the above.

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4.3. You agree to provide and maintain accurate, current and complete information about your Account. Without limiting the foregoing, in the event you change any of your personal information as mentioned above in this Agreement, you will update your Account information promptly.

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4.4. When creating an Account, don’t:

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4.4.1. Provide any false personal information to us (including without limitation a false username) or create any Account for anyone other than yourself without such other person’s permission.

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4.4.2. Use a username that is the name of another person with the intent to impersonate that person.

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4.4.3. Use a username that is subject to rights of another person without appropriate authorization; or

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4.4.4. Use a username that is offensive, vulgar or obscene or otherwise in bad taste.

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4.5. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at brandprotection@ZanVos.com.

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4.6. You shall not transfer or sell your account on our Application and User ID to another party.

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4.7. Our application reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our application reserves the right to refuse service to anyone, for any reason, at any time.

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4.8. One individual can own only one account in his/her name.

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4.9. You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by our terms of use and all other policies listed on the Application and all other operating rules, policies and procedures that may be published from time to time on the Application by the Company.

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5. SERVICES

5.1. The Company offers the Supplier with an online platform to list its products and Retailer shall browse the products listed on the Platform to purchase it.

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5.2. The Supplier shall upload on the Application by logging in to their accounts the pictures and description of the Product and the selling price.

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5.3. The Retailer will surf through the products listed on the Application and make Dropship orders of the same through our Application.

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5.4. From time to time, the Supplier shall be responsible for providing details/information relating to the products proposed to be sold on the Application to the Company. In this connection, the Supplier undertakes that all such information shall be accurate in all respects. Suppliers shall not exaggerate or over emphasize the attributes of such products so as to mislead Customers/buyers in any manner.

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5.5. Supplier shall update the stock every 7 days and give prior information to the Company if the products are not in stock or are discontinued. The Supplier shall keep informed at all times about the availability of the products along with detailed specifications as may be required of the product. Order once placed on the Application by the Retailer shall have to be honored by the Supplier at all costs.

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5.6. The Supplier shall only fix the price of the product and mention it in the list of products which he/she provides to the Company.

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5.7. Any image used in the list/details of products provided by Supplier to Company must be of the actual product proposed to be sold on the Application and shall not copy images from the internet. Supplier shall not disclaim any liability including liability with respect to authenticity, merchantability of products that they sell via the Application.

5.8. The company shall act as an escrow agent for Retailer and Supplier.

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6. SUPPLIER’S RESPONSIBILITY FOR LISTING PRODUCTS AND SERVICES ON THE APPLICATION AND ITS OBLIGATIONS

6.1. The Supplier agrees to ensure that the listing description of the products must not be misleading.

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6.2. All listed products must be listed in an appropriate category on the Application.

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6.3. The Supplier agrees to update accurate, current and complete information regarding the Supplier as is requested during the Supplier’s registration process via the Application or email at brandprotection@ZanVos.com. Any changes in the offering of products need to be submitted in writing either via email, fax or printed list of products no later than 1 business day before the date the Supplier requires the changes to be published.

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6.4. Company may perform a variety of marketing activities to promote Supplier and the supplier’s list of Products and other information provided to Company, all such marketing activities will be determined in Company’s sole and absolute discretion and the Company’s Application content may be changed, without notice and from time to time, to reflect any such changes.

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6.5. The Supplier hereby grants to Company a non-exclusive, transferable, royalty-free, fully-paid, worldwide license, to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Marketing Materials, including any trademarks, trade names, service marks, logos, telephone numbers, and addresses therein, for any purpose, including marketing, commercial, advertising, promotional activities or otherwise, and with a right to sublicense, in connection with the Company’s Application, or the Company’s Marketing Activities; and, in connection with Company’s exercise of the license rights granted by the Supplier.

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6.6. Company may prepare derivative works of, or incorporate into other works, all or any portion of the Marketing Materials. The license rights granted hereby will apply to any form, media, or technology now known or hereafter developed.

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6.7. Company does not assert any ownership over the Marketing Materials; rather, as between Company and the Supplier, and subject to the rights granted to Company herein, the Supplier shall remain the owner of its Marketing Materials and the intellectual property rights associated thereto.

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6.8. The Supplier declares that it has all rights, ownership, licenses and authorizations and is authorized to provide such services to the Retailer via Company’s Application. The copy of such ownership, licenses, authorization shall be provided on demand without failure and/or protest.

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7. PRODUCTS WHICH ARE PROHIBITED OR RESTRICTED FROM BEING LISTED ON COMPANY’S APPLICATION

7.1. The Company shall not be listing and/or selling the following products on/via its Application. Thus, the Supplier shall not include the following products in their list/details of products which they provide to the Company for the Company to list and sell on its Application.

7.1.1. Adult Material which includes pornography and other sexually suggestive materials (including literature, imagery and other media);

7.1.2. Alcohol including alcoholic beverages such as beer, liquor, wine or champagne;

7.1.3. Animals and Wildlife Products - examples include mounted specimens, and ivory

7.1.4. Artifacts prohibited for sale

7.1.5. Beta Software

7.1.6. Bootleg/Pirated Recordings

7.1.7. Brand Name Misuse

7.1.8. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam)

7.1.9. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free

7.1.10. Catalog and URL Sales

7.1.11. Child pornography which includes pornographic materials involving minors

7.1.12. Copies of unauthorized Copyrighted materials whether in electronic or physical form or any other medium which may not be in existence at present

7.1.13. Counterfeit Currency and Stamps

7.1.14. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs

7.1.15. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items

7.1.16. Embargoed Goods

7.1.17. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction

7.1.18. Event Tickets

7.1.19. Firearms, Ammunition, Militaria and Knives

7.1.20. Fireworks, Explosives and Explosive Substances; toxic, flammable and radioactive materials and substances

7.1.21. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content

7.1.22. Government IDs and Licenses which includes fake Ids, passports, diplomas and noble titles

7.1.23. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property

7.1.24. Hazardous and Restricted Items

7.1.25. Human Parts and Remains

7.1.26. Items Encouraging Illegal Activity – examples include an eBook describing how to create methamphetamine

7.1.27. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes

7.1.28. Copyright unlocking items that includes Mod Chips or other devices designed to circumvent copyright protection

7.1.29. Movie Prints

7.1.30. Offensive Material - examples include ethnically or racially offensive material or any literature, products or other materials that: i) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors ii) Encourage or incite violent acts iii) Promote intolerance or hatred

7.1.31. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals

7.1.32. Police, Army, Navy and Air force Related Items

7.1.33. Pre-Sale Listings

7.1.34. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner

7.1.35. Promotional Item

7.1.36. Real Estate

7.1.37. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines; goods regulated by government or other agency specifications

7.1.38. Replica and Counterfeit Items including imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorized goods

7.1.39. Ringtones

7.1.40. Stocks and Other Securities or related financial products

7.1.41. Stolen Property

7.1.42. Surveillance Equipment

7.1.43. Tobacco and cigarettes includes cigarettes, cigars, chewing tobacco, and related products]

7.1.44. Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products

7.1.45. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments

7.1.46. Wholesale currency which includes discounted currencies or currency exchanges

7.1.47. Any other product or service which is not in compliance with all the applicable laws and regulations whether federal, state, local or international including the laws of India.

7.1.48. The Company reserves the right to modify, update and alter the list from time to time without any prior intimation.

7.1.49. The Company also reserves the right to modify the listings if relevant details are missing and it may even remove the inappropriate listings on the Application without any prior intimation.

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8. ESCROW PAYMENT SYSTEM

8.1. We do not purchase, sell, resell, provide, offer, deliver, supply or Dropship any Products that don’t say fulfilled by us. The Platform provides an Escrow Payment System. The Services provided through this escrow payment system are Internet-based transaction management services. Therefore, we act as escrow agent in a sale transaction, on behalf of the Supplier and the Retailer.

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8.2. There will be no direct payments between the Supplier and the Retailer.

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8.3. We do not save in our own systems any card data but it makes an encrypted transfer of the card data, through https, directly to the payment processor using API (Application Programming Interface). We take all necessary security measures in order to fully protect the cardholder data received.

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8.4. Through our escrow service, we create accounts (wallets) at the Retailer’s disposal to pay, to be paid or to make refunds for the products returned. The Retailer has to make two transactions:

8.4.1. payment of the subscription, if opted for, and

8.4.2. payment of the total fees of the purchase (made of products ordered and our fees representing a percentage of the aggregate price of the products ordered).

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8.5. We will collect the transaction fees from the Retailer once they reach a 50USD balance.

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8.6. The Supplier will be paid directly to the method indicated by him in the platform after the return time frame expires for a shipped product. When the Supplier has been paid on the Platform in advance, the Supplier is held liable for the non-delivery of the package and has to refund the price.

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8.7. On behalf of the Retailer, in its escrow quality, we will make the payment of the order to the Supplier, guaranteeing the full payment.

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8.8. Our Platform provides the payment of the order price and helps the delivery of the products by closely supervising the delivery process through its tracking number of the shipment.

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9. DELIVERY OF PRODUCTS

9.1. The Application shall take the order and the order shall be downloaded into the order management system of the Application. Thereafter the inventory shall be generated against that order and the picklist shall be generated and the product shall be picked from the pick-up place of the Supplier.

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9.2. Thereafter the Company shall do the requisite packaging of the product and deliver the product to the end customer of the Retailer within days they have submitted in their account. The Company shall levy a specific amount of delivery/shipment charges from the end customers and it shall have the sole right over the shipment charges. The Supplier shall in no case ask the Company to give it a share in the shipment charges.

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10. REPLACEMENT/REFUND OF ORDER BY SUPPLIER

10.1. The Supplier shall be held responsible for any wrong/faulty/expired product that shall be delivered to the customer.

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10.2. The return of a product by the end consumer shall be according to the Terms and Conditions set out by the Supplier for the return of its products, for specific reasons, which may be comprised in a general return policy (applicable for all its products) or in the related conditions to a single product/ to set of products;

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10.3. In case the end customer has been delivered with any wrong/damaged/expired/faulty product, the supplier shall replace the defective product or refund the whole amount.

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10.4. The return request by End Customer/ Retailer on the Application shall be made within the timeframe of 10 business days.

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11. RIGHTS AND OBLIGATIONS OF THE RETAILER

11.1. By using the Application, the Retailer orders a Product to be dropshipped by the Supplier directly to the End Customer. Therefore, the Retailer and the Supplier are entering into a contract directly with each other. Additional terms required by a Supplier may be published by Supplier on the Supplier’s Profile, or as otherwise communicated between Retailer and Supplier.

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11.2. The Retailer has the right to cancel the order any time before it is shipped by the Supplier, without any charge for non custom items.

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11.3. The company acts as an escrow agent for Retailer and Supplier.

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11.4. The company is not and does not become a party to or another participant in any contractual relationship between Retailers and Suppliers.

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11.5. The company has no contractual relationships or any other kind of contact with the Retailer’s End Customer and assumes no responsibility or liability in the event of a breach by Retailer of its obligations assumed in its contractual relationship with his End Customer.

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11.6. The company shall make the Service available to Retailer during the Term for use in Retailer’s business on an exclusive, non transferable basis. The company will provide basic support to Retailer in respect to Retailer’s permitted use of the Service. Retailer acknowledges and agrees that the Service may be unavailable at times during the Term because of: (a) planned downtime; or (b) any unavailability caused by circumstances beyond company‘s reasonable control, including without limitation, acts of God, force majeure, a fortuitous case as acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within company’s possession or reasonable control, and denial of service attacks.

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11.7. Unless otherwise indicated, the company will collect the Total Fees payment from a Retailer at the time that Retailer submits the Retailer Order on the application. Retailer Orders shall not be processed unless and until such time as the Total Fees payment clears. In the event of delay in a clearing of payment, Retailer Orders may be delayed or subject to cancellation without further liability of the company. Failure of payment may result in not processing or cancellation of a Retailer Order without further notice to the Retailer. It is the Retailer’s responsibility to ensure that its payment details are complete and accurate and in good standing.

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11.8. Unless otherwise stated, company’s fees and Total Fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). The Retailer is responsible for paying all Taxes associated with the Service Fees and any Retailer Orders, excluding taxes based on the company's net income or property.

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11.9. The Retailer should be aware of the fact that each Supplier’s return policy is different and set out in the applicable Supplier Profile. The company will work with the Retailer in good faith in respect of enforcing such a return policy.

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12. RIGHTS AND OBLIGATIONS OF SUPPLIER

12.1. The Supplier shall maintain adequate stock/inventory of the products/items which have been always listed on the Application by the Company on behalf of Supplier. In case the Supplier is running out of supplies or is likely not to fulfill the Order received by the Company, it shall intimate to the Company at least 12 hours in advance so that notice of out of stock for the product can be placed on the Application.

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12.2. Not to mention in their list/details of products provided to the Company any products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such products.

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12.3. The Supplier declares that it has all rights, ownership, licenses and authorizations and is authorized to sell/provide such products to the customer via Company’s Application. The copy of such ownership, licenses, authorization shall be provided on demand without failure and/or protest.

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12.4. The Supplier agrees to indemnify and keep indemnified the Company from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Company due to acts/omission on the part of the Supplier.

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12.5. To provide to the Company, for the purpose of the listing/display on Application of Company, the product description, images, disclaimer, delivery timelines, price and such other details for the products to be displayed and offered for sale.

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12.6. To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the Application of the Company. The Supplier agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Company.

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12.7. To provide a full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Supplier agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.

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12.8. To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the portal of the Company.

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12.9. At all times have access to the Internet and its email account to check the orders placed by customers, status of approved orders and will ensure that the products ordered are delivered on time to the customers.

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12.10. To pass on the legal title, rights and ownership in the Products sold to the End Customer/Retailer.

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12.11. To be solely responsible for any dispute that may be raised by the customer relating to the products and services provided by the Supplier. No claim of whatsoever nature will be raised on the Company.

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12.12. The Supplier shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.

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12.13. The Supplier covenants that it shall not solicit the customers of the Company’s Application at any time during the term of this agreement.

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12.14. The Supplier shall process and ship orders fast using trackable shipping methods and shall sell high-quality products;

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12.15. Accept returns or refunds for specific reasons like wrong product, wrong quantity, damaged product and replace the inconsistent products returned by the Retailer or Refund in 7 days from the notification Supplier received on the Platform.

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12.16. The Supplier shall mention the Return Policy to give retailers and their end customers a feeling of trust and security.

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13. WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF USERS

13.1. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against User.

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13.2. There are no proceedings pending against the User, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;

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13.3. That it is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Company.

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13.4. It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Value added tax, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.

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13.5. That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.

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13.6. Please note that trust is the most important aspect of trade between buyers and suppliers in the marketplace and one of the key aspects of trust is fair pricing. For healthy transaction flow on Company’s Application, Supplier is required to price its items responsibly. The Company constantly monitors prices for each merchant at various channels and shall not allow the Supplier to quote a higher price. Suppliers should price its items to be 25% less than the lowest rate they are selling elsewhere or even lower. Violation of pricing policy will result in warning notices and can also result in removal of their products listed on the Application by Company.

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13.7. Suppliers on Company’s Application are prohibited to engage in direct communication with retailers for any pre-sale, order, post sale or returns related matters. Suppliers are also not allowed to engage in direct or indirect marketing communication with retailers. However, Suppliers should not be engaged in communication with the retailers. Violations of this may result in Product Listing cancellation.

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13.8. Supplier agrees that appropriate disclaimers and terms of use on Company’s Application shall be placed by the Company.

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14. INTELLECTUAL PROPERTY RIGHTS

14.1. The User expressly authorizes the Company to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the Application and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

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14.2. The ZanVos App, and the information and materials that it contains, are the property of the company and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All company’s product names and logos are trademarks or registered trademarks. Nothing contained on the APP should be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use the APP or any materials displayed on the APP, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms and Conditions; or (b) with the prior written consent of the company. Retailer and Supplier shall not attempt to override or circumvent any of the usage rules or restrictions on the Application.

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14.3. Proprietary Rights. Subject to the limited rights expressly granted in this Agreement, the company reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to the Retailer and Supplier in this Agreement other than as expressly outlined in this Agreement.

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14.4. Pattern Data. Pattern Data means non-personally identifiable information, data and reports derived from or compiled through the Service, including but not limited to demographics data, aggregated statistics on user conversion, location data and trend data such as aggregated data and statistics which may indicate frequency and type of use of the Service, and popularity of the Service. For greater certainty, Pattern Data is data that does not identify a specific Retailer or Supplier, its business contracts or its end users. As between the company, Supplier and Retailer, all right and title to Pattern Data belongs to the company and accordingly the company is free to use Pattern Data for any purpose including the improvement of the Service of the application.

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15. CUSTOMER DATA

15.1. "Customer Data" means any and all identifiable information about end customers/retailers generated or collected by Company or the Supplier, including, but not limited to, customer’s name, email addresses, services availed, phone numbers, and customer’s preferences and tendencies. The Supplier agrees that it will only use the Customer Data in fulfilling the applicable Customer Order and in complying with its obligations in this Agreement, and the Supplier agrees that Customer Data will not be used to enhance any file or list of the Supplier or any third party.

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15.2. The User represents, warrants, and covenants that it will not resell or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The User agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of providing services to the Customer. The User (and any other persons to whom the Supplier provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the User (or otherwise on its behalf), the User shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy.

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15.3. For purposes of this Agreement, the restrictions set forth herein on the User’s use of Customer Data do not apply to: (a) data from any customer who was a customer of the User prior to the User using the Application, but only with respect to data that was so previously provided to the User by such customer; or (b) data supplied by a customer directly to the User who becomes a customer of the User and who explicitly opts in to receive communications from the User for the purposes for which such Customer Data will be used by User; and, provided in all cases, that the User handles and uses such Customer Data in compliance with applicable Laws and the User's posted privacy policy.

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16. SERVICE LIMITATIONS

16.1. The Service is not a backup service and accordingly, the company will not be responsible for any lost data due to server crashes or other events outside the company's reasonable control.

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17. AUDIT RIGHTS

17.1. The company shall have the right to use the capabilities of the Service to confirm Retailer’s and Supplier’s compliance with this Agreement, including without limitation the fees payable hereunder.

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18. RELATIONSHIP

18.1. Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the User and User shall not represent the Company, neither does it have any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

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19. INDEMNITY

19.1. The User indemnifies and shall hold indemnified the Company, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the  product, the breach of any of the User warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or terms of use of Company’s Application or any obligations arising out of the User infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, taxes. Etc. This clause shall survive the termination or expiration of this Agreement.

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20. LIMITATION OF LIABILITY

20.1. The Company on the basis of representation by the Supplier is marketing the products of the Supplier on its Application to enable Supplier to offer its products for sale through the Company’s Application. This representation is the essence of the Contract.

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20.2. It is expressly agreed by the User that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the User or any other party whatsoever, arising on account of any transaction under this Agreement.

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20.3. The Supplier agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Company’s Application (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Supplier or any of its representatives.

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20.4. The Company under no circumstances shall be liable to the User for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the User has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the User to have been deliberately caused by the Company.

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21. TERMINATION

21.1. This Agreement may be terminated by the Company forthwith in the event:-

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21.1.1. User commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Company.

21.1.2. If a Petition for insolvency is filed against the User.

21.1.3. If the User is in infringement of the third party rights including intellectual property rights.

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21.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.

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22. EFFECTS OF TERMINATION

22.1. In the event of termination/expiry of this Agreement, the Company shall remove and shall discontinue display of the Supplier’s Products on its Application with immediate effect.

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22.2. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Users by virtue of termination of this agreement.

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22.3. Although any termination or expiration of this Agreement, Retailer shall settle any payment obligations generated in accordance with his obligations aforementioned.

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22.4. Each party will return or destroy at the election of the disclosing party, the Confidential Information of such disclosing party.

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22.5. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

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23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1. This Agreement and any action related thereto will be governed by the laws of the United States of America without regard to or application of its conflict of law provisions or Users’ state or country of residence.

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23.2. Users agree to submit to the exclusive jurisdiction of the courts sitting in Minnesota, United States of America in relation to proceedings arising out of this agreement.

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23.3. If there is a dispute between the Supplier and a Retailer/ End Customer, the Supplier understands and agrees that Company is under no obligation with respect thereto, and the Supplier, to the fullest extent permitted by law, hereby releases Company and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents, and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with, any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company.

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23.4. The Supplier agrees that in case it is unable to resolve its disputes with the Retailer/ End Customer then the Company has the right to remove the Supplier from its listings on the Application and terminate this agreement.

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23.5. In case of dispute between Company and the Supplier, the same shall be referred to the decision of a Sole Arbitrator to be appointed by the Company in accordance with and subject to the provisions of the Arbitration laws of the United States of America.

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23.6. The venue of such Arbitration shall be at Ramsey County Conciliation Court in order to deal with the arbitration proceedings and the awards in accordance with law.

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23.7. The decision of the arbitrator shall be final and binding.

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23.8. The language to be used and all written documents provided in any such arbitration shall be in English.

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24. DISCLAIMERS

24.1. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE APPLICATION AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APPLICATION'S CONTENT OR THE CONTENT OF ANY OTHER APPLICATIONS LINKED TO THE APPLICATION, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SUPPLIER'S ACCESS TO AND USE OF THE APPLICATION, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APPLICATION BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APPLICATION. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET OR MOBILE DEVICES. 

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25. NOTICES

25.1. Except as explicitly stated otherwise, any notices given to Company shall be given by email to brandprotection@ZanVos.com or at an address 3936 Stark Dr Nw, St.Francis MN 55070 USA. Any notices given to the Users shall be to the email address provided by the Users to the Company at the time of listing (or as such information may be updated via the Application by Users from time to time) or at the mailing address provided by Users to the Company.

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25.2. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by email, personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail.  Any party may change its address for such communications by giving notice to the other party in conformity with this section.

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26. BINDING EFFECT

26.1. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. 

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27. ASSIGNMENT

27.1. Users shall have no right to (a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without Company’s prior written consent which may be withheld as Company determines in its sole discretion.  Any such purported assignment shall be void. The Company at its sole discretion may assign this agreement to any third party.

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28. SEVERABILITY

28.1. If any provision of this agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties.

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29. INJUNCTIVE RELIEF

29.1. The users acknowledge and agree that in the event of a breach or threatened breach of this agreement by Supplier and Retailer, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this agreement.

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30. AMENDMENT

30.1. Company may at any time at its sole discretion modify this Agreement from time to time, and any such changes will (i) be reflected on the Application, (ii) be effective thirty calendar days after being so posted on the Application, (iii) not apply retroactively, and (iv) not apply to any disputes arising prior to the effective date of such change. Company shall also post the amended agreement at the address of the Supplier. The Supplier agrees to be bound to any such changes and understands the importance of regularly reviewing this Agreement as updated on the Application to keep the Supplier’s listing and contact information current.

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30.2. Notwithstanding anything to the contrary herein, Company reserves the right to, at any time and from time to time, change, alter, modify, or discontinue the Application and (or any part thereof) with or without notice. The Supplier agrees that Company shall have no liability to the Supplier or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the Company’s Application.

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31. FORCE MAJEURE

31.1. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this contract to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: failures or default of third party software, Suppliers, or products; acts of God or of the public enemy; foreign governmental actions; strikes; communications, network connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.

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32. WAIVER OF RIGHTS

32.1. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

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33. MISCELLANEOUS

33.1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.

33.2. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.

33.3. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.

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34. ENTIRE AGREEMENT

34.1. This agreement along with the terms of use, privacy policy and other policies published on the Application constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

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35. CONTACT US

35.1. For any further clarification of our Terms and Conditions, please write to us at brandprotection@ZanVos.com.

35.2. Our Permanent Address is 3936 Stark Dr NW, St.Francis MN 55070 USA.

35.3. Our legal representatives can be contacted at brandprotection@ZanVos.com.

35.4. Our Dispute Resolution team can be contacted at brandprotection@ZanVos.com

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