Terms of Use

Last updated: 5th August 2021

A. GENERAL TERMS

This Terms of Use (“Terms”) is drafted in conformity with the Information Technology (Intermediaries Guidelines) Rules, 2011 specified under the Information Technology Act, 2000 in order to regulate the terms and conditions of usage and access to the Application/Website (defined under) and the Services (defined hereinafter). No physical or digital signature is necessitated in order to validate this Agreement.

M/s. Hyperleap Software Technologies Private Limited, a company registered under the Companies Act, 2013 and having its registered office at 1-5-1041, Maruthinagar, Kothapet, Behind Jain Mandir, Sarooranagar, HYDERABAD, Rangareddi, Telangana, India, 500060  (hereinafter referred to as “Company”, “We”, “Us” or “Our”) owns and controls the application, Orderly (hereinafter referred to as “Application”) and https://orderly.so (hereinafter referred to as “Website”) through which it facilitates connecting the sellers of various products with the potential buyers (hereinafter referred to as “Services”).

The Company through its Application/Website enables connecting the sellers (hereinafter, referred to as “Sellers”/ “Businesses”/ “Merchants”/ “Stores”) of various products which are intended to be sold by them to potential buyers (hereinafter referred to as “Buyers”/, “Customers”/“Consumers”). The Buyers and Sellers are hereinafter collectively referred to as “Users” / “You”/ “Your”.

The Services offered through the Application/Website are subject to the following terms and conditions, which are constantly administered at regular intervals.

B. INTRODUCTION AND ACCEPTANCE

1. The Services provided by the Company includes connecting the Sellers with the Buyers. Services offered through the Application/Website are subject to the terms of our Application/Website and other policies as mentioned in our Application/Website.

2. The policies are subject to modifications, at the sole and absolute discretion of the Company. Further, the Company may from time to time formulate new policies for availing all or any of the Services. The most current version of the Terms will supersede all previous versions. You understand that Your use of the Services after any changes to the Policies or addition of new policies constitutes Your specific acceptance and it is to be bound by the most recent version of the Policies. If the Policies (including changes and additions thereto) are not acceptable by You, you have the absolute right to terminate your Account by notifying to us @ [•].

3. You agree that by clicking on “Join Now” or “Sign Up” or other similar terms, you are entering into a legally binding agreement to use the Services of the Company and shall continue to be binding until the User continues to access and use the Application/Website.

C. GENERAL REGISTRATION REQUIREMENTS

1. We believe in providing a simple and easy access to our Services. In order to avail the Services, You will be required to register and create an account on the Application/Website (“Account”) by providing certain required information.

2. Upon the creation of the Account, the Company shall allow the Buyers and the Sellers to access the Account to avail the Services.

3. It is strongly advised that while creating an Account, it is mandatory that You provide Us with correct, complete, updated and accurate information.

4. You, hereby, expressly consent to receive communications and newsletters from the Company by sms and e-mails. In the event, when You do not wish to be contacted by Us or You want to control and limit the nature of messages You receive from Us, please write an email to us at [●] and We shall act accordingly. Alternatively, You may also change your Account settings from the ‘setting’ option in Our Application/Website.

4. You shall not subscribe for, use or access the Application/Website for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

5. You can always choose to unregister or delete your Account by writing to us @ hello@orderly.so or by reaching us @ +91-7993699123.

D. SUBSCRIBER ACCOUNT, ONE-TIME PASSWORD AND SECURITY

1. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all activities that occur under your password or account. You concur to:

• immediately notify the Company of any unauthorized use of Your Account or any other breach of security; and

• ensure that you properly sign off from the Account after each visit and/or use of Services. The Company cannot and will not be responsible for any loss or damage resulting from your failure to comply with these conditions.

2. You shall be held responsible for any losses incurred by the Company or any third-party user due to unauthorized use of your Account which is a consequence of the User's inability to secure his / her Account.

E. THE COMPANY AND THIRD PARTIES

1. You acknowledge and agree that the Company is only an intermediary between the Buyers and the Sellers, hence the Company cannot be a party to or control in any manner any litigation between the Sellers and the Buyers of the Application/Website. The Company advises the Buyers to always verify on the authenticity and genuineness of the content and offers/description of the Sellers.

2. The Buyers use of the Application/Website for the Services and availing the Services provided by Us at the Application/Website is solely at the Buyer’s own discretion, risk and cost. The Buyer understands and agree that any interactions and associated issues with the other Sellers on the Application/Website, should not involve the Company. The Company is not involved in providing the Buyer with any consultation services and hence it is not responsible for any outcome between the Sellers and Buyers. The Company is also not responsible and is not obligated to resolve the disputes.

3. To the fullest extent permitted by the applicable laws, in no event shall the Company be liable to you for any damages resulting from any:

• errors, mistakes, or inaccuracies of content;

• personal injury or product damage, of any nature whatsoever, resulting from Your access to and use of the Services including Application/Website;

• any interruption or cessation of transmission to or from our servers;

• any bugs, viruses, which may be transmitted to or through the Services by any third party;

• any loss of your data or content from the Services;

• Your failure to keep the account details secure and confidential;

• loss or damage which may be incurred by You, including but not limited to loss or damage as a result of reliance placed by You on the completeness, accuracy or existence of any advertisements or as a result of any relationship or transaction between the Buyers and the Sellers. In no event shall the Company be liable to You for any indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, however caused and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly) that arise from your use of any of the Services provided by the Company or any agent, employee, consultant or partner of the Company. By engaging our Services, you acknowledge and agree to solely assume the risk of these limitations.

4. The Service may entail links to third party websites / applications that are neither controlled nor owned by the Company. The Company has no control over the content on such websites and therefore devolves itself of all the responsibilities for the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and miscellaneous materials you may come across / access through, or contribute to the service and the privacy policies, terms of service or practices of any third party websites / applications. Further, the Company is not authorized to edit any third party’s content. By using the Service, you expressly devolve the Company of all its liability arising from your usage of any third-party website / application.

5. In order to provide Services to You, the Company may use a third-party software. If You try to separate the third party software from the Application/Website and then further use it in any manner, which is inconsistent with the manner as enumerated in the third party software’s terms of use, which is illegal or against public policy then you will be liable for the same according to the governing law and jurisdiction as mentioned in their respective terms of use and privacy policy. You also agree to indemnify the Company to the full extent for the said acts subject to the applicable laws.

6. The Company uses WhatsApp, a subsidiary of Facebook for facilitating the Services provided to you and any use of Whatsapp by You in any manner which is inconsistent with the manner as enumerated in the WhatsApp’s and/or Facebooks terms of use or any other policy, which is illegal or against their public policy shall make You liable for the same according to the governing law and jurisdiction as mentioned in their respective terms of use and privacy policy. You understand and acknowledge that the Company is not associated with WhatsApp and Facebook.

F. ADDITIONAL TERMS FOR THE BUYERS

1. The Buyer may note that the Company processes the information provided by the Sellers on the Application/Website and it is not responsible for any false or inaccurate information which is provided by the Sellers to the Buyer, through the Application/Website.

2. The Company shall not be, directly or indirectly responsible for any decision or consequences of any decision, taken on the basis of product descriptions and other information provided on the Application/Website as the same is intended for information and marketing purposes and, whilst displayed in good faith, we will not in any circumstances accept responsibility for their accuracy. It is the responsibility of prospective Buyer to satisfy themselves as to the accuracy of any product descriptions displayed and the responsibility of Sellers to ensure the accuracy and integrity of product descriptions provided on the Application/Website. The responsibility for the final decision would rest solely with the Buyer. The Company may insist on the Buyer to separately sign other terms or any other relevant documents as may be necessary in future with the Seller.

3. The Company shall not be liable towards you or any person acting on your behalf, with regard to the quality, suitability or the intended use of the Services via the Application/Website (whether directly or indirectly).

G. ADDITIONAL TERMS FOR SELLERS

1. The Company does not guarantee anything to the Sellers registered on the Application/Website. The Company does not specifically endorse the profile of any of the Users. The Company does not take any responsibility towards the Sellers in case of any loss which is caused by any of the activities of the Users.

2. The Company does not guarantee any warranty about the credentials, status or the genuineness the Users.

3. The Company on its own, per se, does not provide any offer to the Buyer, hence you, being the Sellers, are solely responsible for the offers and representations you make to other Buyers and thus, the Company shall not be liable in any manner whatsoever for any liability, loss, damage or compensation that is legally attributable to the Buyer

4. There exists no remedy to the Buyer and Sellers, against the Company, in any event of Acts of god as well as reasons beyond its control like corruption of data or delay or failure to perform as a result of any cause(s) or conditions that are beyond the Company's reasonable control including but not limited to strikes, riots, civil unrest, government policies, tampering of data by unauthorized persons like hackers, distributed denial of service attacks, virus attacks, war and natural calamities.

5. By using the Application/Website, the Seller represents and undertakes as follows:

• The information which they are giving is true, genuine and updated.

• The Seller has provided the Company with accurate and updated information about their credentials.

• The Seller agrees and undertakes that is shall only sell products that are legally permitted under applicable law.

6. Any person other than the Seller shall not submit any product descriptions, photographs or other information unless the Seller submitting such a listing has acquired all necessary rights and authorizations from the owner of such product or is the power-of-attorney holder.

7. The Seller shall ensure that the listing description of the products must not be misleading and must describe the actual condition of the product. If the product description does not match the actual product, the Seller agrees to refund any amounts that it may have received from the Buyer.

H. FEES FOR SERVICES PROVIDED

A yearly non-refundable fee of Rs. 1,999/- (Rupees One Thousand Nine Hundred and Ninety Nine Only) is to be paid to the Company by the Sellers in order to display the products on the Application/Website.

I. PAYMENT OF FEES

1. Online payment of fees can be made by credit, debit card and net banking facility. These payments are not collected by the Company directly but by the Bank. The online payment system is provided by the Company and its third-party suppliers and we are not responsible for errors, delays or erroneous transaction. All prices quoted are in INR. The Company reserves the right to change the fees at any time. We cannot accept a liability for a payment not reaching the Company account due to your quoting an incorrect account number or incorrect personal details. No liability will be accepted by the Company, if the payment is refused or declined by the credit/debit card supplier for any reason.

2. If the card supplier declines payment, the Company has the right but no obligation to bring the fact to Your attention. You should check with your bank / credit / debit card supplier that the payment has been deducted from Your account. All payment details which are entered through this payment gateway are encrypted when the User make’s the payment.

3. The Company shall not be liable for any failure by the User making a payment of fees to properly protect data from being seen on their screen by other persons or otherwise, obtained by such persons, during the online payment process or in respect of any omission to provide accurate information in the course of the online payment process.

4. The Company does not store or keep credit card / debit card data in a location that is accessible via the Internet. Once a credit card / debit card transaction has been completed, all credit card/debit card data is moved off-line only to ensure that the credit card / debit card information received is not accessible to anyone after completion of the on-line transaction and to ensure the maximum security. The Company uses the maximum care as it is not possible to ensure that all or any data / information in respect of the electronic transfer of money does not fall in the wrong hands.

5. The Company shall not be liable for any loss or damage sustained due to a reason of any disclosure (inadvertent or otherwise) of any information concerning the user's account and / or information relating to or regarding online transactions using credit cards / debit cards and / or their verification process and particulars for any error, omission or inaccuracy with respect to any information so disclosed and used whether or not in pursuance of a legal process or otherwise.

J. LICENSE TO THE APPLICATION

1. Subject to You complying with each of the Terms, the Company hereby grants to You a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Application/Website to access the Service in accordance with this Term solely for personal reasons and not for resale or to provide services to third parties. You agree to use the Application/Website only for its intended purpose, in an authorized manner, and in compliance with all privacy, data protection, intellectual product, and other applicable law.

K. AVAILABILITY OF SERVICES PROVIDED

All or any of the Services offered through the Company may be temporarily unavailable or may not be offered to you, for various reasons which could include but not limited to geographic limitations, or prohibition / restrictions under applicable laws or Policies or due to any technical faults or interruptions, for which the Company shall not be held liable.

L. CONSENT OF BUYERS AND SELLERS

1. This consent provided by You shall be valid for all the Services availed from the Company at present or in the future. You have the right to withhold or withdraw your consent for any of the Services at any point of time and inform us about such withdrawals through e-mails or by contacting the customer care. Irrespective of such withdrawals of your consent, all dues outstanding for the Services availed shall be settled by You to the Company.

2. You hereby agree that you shall use the Application/Website for the purpose specified in these Terms of Use and shall not use the Application/Website for any unauthorized and unlawful purpose, including impersonating another person and shall not attempt to reverse-engineer, alter or modify any part of the Application/Website.

3. You acknowledge that if the Company finds you to be in violation of any of the applicable laws/rules/ regulations/guidelines set out by the authorities, then the Company shall be entitled to terminate your account, ban you from the Application/Website or take such other legal action as may be required.

M. APPLICATION/WEBSITE CONTENT

1. The Company does not guarantee that the Application/Website is well-suited to your device or that the contents of the Application/Website are accurate, correct and free of viruses.

2. All Contents, programs, services, processes, designs, software, technologies, trademark, trade names, inventions and materials made by the Company or for the Company and are posted on the Application/Website are wholly owned by the Company. The copyright to content on the Application/Website as well as the intellectual product contained thereon vests wholly and completely in the Company.

3. The Company cannot and does not guarantee or warrant that files available for downloading through the Application/Website will be free of infection by software viruses or other harmful computer code, files or programs.

4. The contents of the Application/Website, such as text, graphics, images and other material licensed by the Company (“Content”) are protected by copyright under Indian laws, and title to the Content shall not pass to you or any other user. Unauthorized use of the Content may violate copyright, trademark, and other laws. None of the Content may be reverse-engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, re-transmitted in any form or by any means (electronic, mechanical, photo-reproduction, recordation or otherwise), resold or redistributed.

N. INDEMNITY:

1. You, hereby, agree to indemnify and hold harmless the Company  from and against any and all claims, charges, demands, damages, liabilities, losses, expenses, and liabilities of whatever nature and howsoever arising (including but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss) incurred or suffered by the Company directly or indirectly by reason including but not limited to the following:

• Your use/misuse of or access to the Application/Website;

• Using Your user id and password;

• any activity related to Your internet account (including negligent or wrongful conduct) by you or any other person accessing the Application/Website using your internet account;

• from any transaction that You conduct as a result of the contact facilitated by the Application/Website; or

• from Your infringement of any intellectual product rights in any posting to or transmission via the Application/Website;

• You shall agree to defend the Company, directors, managers, associates, partners, assignees, licensees, affiliates and agents in the event of any loss and damages caused to anyone, due to actions caused by you, or by anyone on your behalf;

• The Company or any of its affiliates is not responsible for any legal proceedings, which are initiated by either of the parties to this Agreement. In case the Company gets involved in any of the proceedings by either of the parties, the Company shall recover the costs and damages which are incurred by it, from the party which names or involves the Company to the proceedings.

• None of the information available on the Application/Website is intended to be a substitute for independent professional advice and Users are recommended to seek advice from suitably qualified professionals if relevant to their particular circumstances.

O. RESTRICTIONS ON BUYERS AND SELLERS:

The Buyers and Sellers shall ensure the following:

• To not impede and impair the operations and the functionality of the Application/Website.

• To be compliant with the applicable laws and regulations.

• To not access any data, that is not meant to be used by the User and/or Seller.

• To breach any of the security measures without appropriate authorization.

• To copy and distribute the content and information provided on this website, on other servers with due authorization from the Company.

• To not display any of the following prohibited items in the list of products:

a. Drugs, whether prescription, recreational, or otherwise.

b. Tobacco items and related paraphernalia

c. Alcohol

d. Unsafe ingestible supplements, as determined by the Company in its sole discretion.

e. Weapons, ammunition, or explosives

f. Animals or animal products

g. Adult products or services

h. Human body parts or fluids

i. products or services that are sexually suggestive in any manner

j. Real money gambling services

k. Dating services

l. Devices that facilitate or encourage streaming digital content in an unauthorized manner or interfering with the functionality of electronic devices

m. Digital and subscription services, including links to or processing of any subscription sales, renewals, or upgrades

n. Deceptive, false, misleading, or offensive offers or products

o. Real, virtual, or fake currency

p. Any product that infringes upon or violates the intellectual property rights of any third party, including copyright or trademark. This includes, but is not limited to, the sale of counterfeit products, such as goods that copy the trademark (name or logo) and/or distinctive features of another company’s products to imitate a genuine product.

• The Users undertake to not send any information on behalf of the Company. It is solely the responsibility of the Application/Website to solicit any information and to send through emails, SMS’s, multimedia content and advertisements on the World Wide Web to its Users or prospective users.

• The Buyer or the Seller are strictly prohibited from passing on any information, which contains confidential information about the other Users, to any third parties or other servers, without prior consent from the Company.

• Violates any law, which is in force for the time being.

• Any message or information which is used to deceive the other Users.

P. CONFIDENTIALITY OF INFORMATION

You shall not, either during the period of use of the Application/Website or thereafter, except, in the proper course of your duties, divulge to any person whomsoever and shall use your best efforts to prevent the unauthorized use, dissemination, publication or disclosure of any confidential information. You shall not either during the period of use of Application/Website or thereafter use the confidential information for your own benefit, or for the benefit of a third party, and will not permit such use, except with the prior, express written consent of the Company.

Q. DISCLAIMERS AND WARRANTIES

1. All the opinions, views, expressions and comments expressed by the Users are their own and there is no direct or indirect endorsement by the Company. However, the Company makes every attempt to detect content that is malicious, fraudulent, offensive and abusive. However, if any content is found to be offensive, it can be reported by You under the option of report abuse.

2. No information which is put on the Application/Website is to be accepted as an invitation to an offer, made by the platform. There is no endorsement which is made by the Company through its Application/Website.

3. In the event of a Buyer contacting a Seller, there shall be no reliance solely upon the content and description of the product as mentioned on the Application/Website. The Company makes no endorsements and does not intend upon influencing any of the Buyers to subscribe and select a particular product. Hence, in case of any issues faced by the Buyer, the Company is not to be involved.

4. There are no express representations and warranties, whether express or implied, made by the Company regarding the accuracy, reliability and/or quality of any information transmitted and/or obtained through the use of the Services of the Company.

5. Once a listing is displayed on the Application/Website, we do not guarantee or make warranties that there would be satisfactory response or any response at all.

6. The Company assumes no responsibility for any damages or viruses that may infect your computer equipment or other product on account of your access to, use of, or browsing in this site.

7. We disclaim responsibility for any harm to persons resulting from any Services referred to in the Application/Website. The Company is not associated with any Users.

8. The Company accepts no responsibility for any loss or damage suffered due to your reliance on the Service reviews posted by the Company Users.

R. LIMITATION OF LIABILITY:

1. All information, products and Services included on or otherwise made available to you through the Application/Website are provided by the Company on an "as is" and "as available" basis, either expressed or implied and such information is not to be intended as a medium for verifying the credentials, qualifications, or abilities of any professional contained therein., We specifically disclaim warranties of any kind to the extent allowed by the applicable law. You expressly agree that your use of the Application/Website at your sole risk.

2. The Company is only an aggregator for facilitating communication between the Users, You agree, understand and acknowledge that the Company is not the manufacturer of the Products or provider of the Services that may be purchased/booked through it, whether directly or indirectly and accordingly, shall not be liable in any manner whatsoever for any liability, loss, damage or compensation that is legally attributable to the manufacturer of such Products or to the provider of the Services. The Company shall not be liable towards you or any person acting on your behalf, with regard to the quality, suitability or the intended use of the Products purchased via the Application/Website (whether directly or indirectly).

3. The Company assumes no responsibility for any damages or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in this site.

4. The Company has exerted reasonable efforts to ensure that all information published on the App/Website is accurate at the time of posting; however, there may be errors in such information for which we shall have no liability. We reserve the right to remove or alter any of the information contained on the Application/Website at our sole discretion.

5. The Company cannot guarantee the adequacy, currency or completeness of the Application/Website content. The Company does not warrant or endorse the effectiveness, quality or safety of the products available on its Application/Website.

6. We disclaim responsibility for any harm to persons resulting from any instructions, products or Services referred to in the Application/Website.

7. We may let you view our information and communicate with us through the social media services such as Facebook and Twitter. The Company explicitly disclaims any responsibility for the terms of use and privacy policies that govern these third-party websites, which are in no way associated with us.

8. The Company accepts no responsibility for any loss or damage suffered due to your reliance on the Service reviews posted by the Users.

9. The Company reserves the right to modify or withdraw any part of the Application/Website/Website or any of its content at any time without notice.

S. MISCELLANEOUS

1. Any violation of this Term or any indecent action towards other Users will not be tolerated and shall attract prompt and punitive disciplinary action as per applicable laws enforced in India and including but not limited to termination of usage rights as well as legal action. In the event of termination, users will not receive any credit or payment from the Company.

2. Without limiting the Company to other remedies, you must pay the Company all fees owed to Us and reimburse the Company for all losses and costs (including any and all the Company associate, officers or representative’s time) and reasonable expenses (including but not limited to legal fees) related to investigating such breach and collecting such fees.

3. The content may contain typographical errors or other errors or inaccuracies and may not be complete or current. The Company, therefore, reserves the right to correct any errors, inaccuracies or omissions and to change or update the content at any time without prior notice. The Company does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

4. You shall not assign any rights or obligations arising under this Term, whether by operation of law or otherwise, without the prior written consent of the Company.

5. You agree that the Company may subcontract certain aspects of the Service to third parties.

6. Any claim or controversy that arises out of or relates to this agreement, or the breach of it, the same shall be referred to a person nominated by the Company whose decision shall be final and binding upon the parties hereto. Such references shall be deemed to be a submission to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in Hyderabad and the process shall be in English Language.

7. Notwithstanding the foregoing, if You breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to the Company if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that the Company shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

8. In the event that any provision of this Agreement is held to be invalid or unenforceable by a court or regulator of competent jurisdiction, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. The Company’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.

9. This Agreement shall be governed by the laws of India and in case of any dispute between You and the Company, in relation to the Services, the Courts of Hyderabad shall have exclusive jurisdiction.

T. GRIEVANCE OFFICER:

In accordance with the Information Technology Act 2000 and Information Technology (Intermediaries Guidelines) Rules, 2011 made there under, the contact details of the Grievance Officer are provided below in order to contact him when you have some problem or grievance with respect to the Services of the Application/Website. You should promptly raise such grievance or complaint with the below designated Grievance Officer to enable him to resolve the complaint

Grievance Officer: Srikanth Tadaka

Email: srikanth@hyperleaptech.com