Merchant user Agreement to use KARTROCKET PLATFORM This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "Licensee"), M/s. BigFoot Retail Solutions PVT Ltd, a Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at 81A, Road Number 41, Punjabi Bagh (West), New Delhi 110026 hereinafter called “BFRS and its product/s KartRocket. This Agreement comes in to effect when you register for using KartRocket services or signing an application for utilizing services of KartRocket. By Registering or signing with KartRocket, You signify your absolute and unconditional consent to all the provisions of this agreement in their entirety. This agreement constitutes a legally binding agreement between Licensee and KartRocket. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to KartRocket. Notwithstanding anything contained in the foregoing, this Agreement will not bind KartRocket unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 2 of this Agreement. **Please carefully read Annexure 1 & Annexure 2 to understand key roles and responsibilities, scope of work, support and key terms of engagement with BFRS** 1. DEFINITIONS: The following terms shall have the meanings defined below when used in capital letters herein: 1.1. Agreement means the terms and conditions as detailed herein including all schedules, appendices, annexures, Privacy Policy, and will include the references to this Agreement as amended, notated, supplemented, varied or replaced from time to time. 1.2. “KartRocket’” or “KartRocket’ application” or “KartRocket’ Software” means the software Platform (“Software”) provided by BFRS 1.3. Services means the services provided by BFRS, on behalf of the CLIENT including hosting of the online store, site design, email services, marketing services, SMS Services, and other related services as may be offered from time to time. Software and/or Services are provided by KartRocket on SAAS (software as service) model. 1.4. “KartRocket License” or “KartRocket Application License” has its meaning described in Section 2 of this Agreement. 1.5. “KartRocket site” or “KartRocket website” refers to the KartRocket product website – www.kartrocket.com 1.6. “Intellectual Property Rights” means all patents (whether registered or not), trademarks( whether registered or not), copyrights (whether registered or not), design rights, trade secrets, marks or any other intellectual property rights in Software licensed, granted or assigned by BFRS to, or otherwise vested in, Licensee pursuant to the Agreement. 1.7. Client: merchant, retailer, or any individual that subscribes for the KartRocket e-commerce platform and other associated services offered by BFRS
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Merchant user Agreement to use KARTROCKET PLATFORM
This Merchant User Agreement ("Agreement") is between you, the user, together with any company
or other business entity you are representing, if any (collectively, "Licensee"), M/s. BigFoot Retail
Solutions PVT Ltd, a Company incorporated under the provisions of the Companies Act, 1956, having
its Registered Office at 81A, Road Number 41, Punjabi Bagh (West), New Delhi 110026 hereinafter
called “BFRS and its product/s KartRocket. This Agreement comes in to effect when you register for
using KartRocket services or signing an application for utilizing services of KartRocket. By Registering
or signing with KartRocket, You signify your absolute and unconditional consent to all the provisions
of this agreement in their entirety.
This agreement constitutes a legally binding agreement between Licensee and KartRocket. You are
advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you
should not use this Service and notify the same to KartRocket.
Notwithstanding anything contained in the foregoing, this Agreement will not bind KartRocket
unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 2 of
this Agreement.
**Please carefully read Annexure 1 & Annexure 2 to understand key roles and responsibilities, scope of work, support and key terms of engagement with BFRS**
1. DEFINITIONS: The following terms shall have the meanings defined below when used in capital
letters herein:
1.1. Agreement means the terms and conditions as detailed herein including all schedules,
appendices, annexures, Privacy Policy, and will include the references to this Agreement as
amended, notated, supplemented, varied or replaced from time to time.
1.2. “KartRocket’” or “KartRocket’ application” or “KartRocket’ Software” means the software
Platform (“Software”) provided by BFRS
1.3. Services means the services provided by BFRS, on behalf of the CLIENT including hosting of
the online store, site design, email services, marketing services, SMS Services, and other
related services as may be offered from time to time. Software and/or Services are provided
by KartRocket on SAAS (software as service) model.
1.4. “KartRocket License” or “KartRocket Application License” has its meaning described
in Section 2 of this Agreement.
1.5. “KartRocket site” or “KartRocket website” refers to the KartRocket product website –
www.kartrocket.com
1.6. “Intellectual Property Rights” means all patents (whether registered or not), trademarks(
whether registered or not), copyrights (whether registered or not), design rights, trade
secrets, marks or any other intellectual property rights in Software licensed, granted or
assigned by BFRS to, or otherwise vested in, Licensee pursuant to the Agreement.
1.7. Client: merchant, retailer, or any individual that subscribes for the KartRocket e-commerce
platform and other associated services offered by BFRS
1.8. Customer: Individuals or organization visiting the online e-commerce store of the client with
an intention to buy the products showcase on the online store.
1.9. Payment Gateway: A strategic alliance partner of BFRS that is a well-established online
payment processor.
1.10. This could even be a payment gateway as requested by the merchant.
1.11. Logistics Partner: Are the courier and/or cargo companies that have a relationship with
BFRS that will handle logistics for the CLIENT on the behalf of BFRS
2. ELIGIBILITY CRITERIA:
The Services and Software licence are available only to Customers who can form legally binding
contracts under applicable law. By using the Services found at this Site, you represent and warrant
that you are (is) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to
form legally binding contracts under applicable law. BFRS .uses many techniques to verify the
accuracy of the information you provide when you register on the KartRocket™ Site or through other
means. If for any reason, BFRS , in its sole discretion, believes such information to be incorrect, it
reserves the right, to revoke any and all licenses under this Agreement or to refuse to provide the
Software license and Services under this Agreement to You.
3. KARTROCKET (SOFTWARE), TRADEMARK OWNERSHIP AND KARTROCKET LICENSE
3.1. The Software provided by BFRS And all intellectual property rights therein, are the exclusive
property of BFRS
3.2. Subject to the terms and conditions of this Agreement, BFRS grants to Licensee a non-
exclusive, non-transferable, revocable, limited license to remotely access and use the
Software on servers operated by or for BFRS) through the KartRocket Application solely for
the purpose of building and maintaining an interactive store hosted by the BFRS Servers
on which Licensee offer Licensee’s or a third party’s products or services (“Licensee’s
Store”).
3.3. The Software and its structure, organization, and source code constitute valuable trade
secrets of BFRS Accordingly, except as expressly allowed Licensee will not, either directly
or through a third party, (a) modify, adapt, alter, translate, or create derivative works
from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the
Software to any third party.
3.4. ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that BFRS may make
available to Licensee may require access to and/or installation of additional software
(including third party software) that is subject to supplemental or independent terms
and conditions (“Additional Software”) Similarly, BFRS may make available additional
services (including third party services) that are subject to supplemental or
independent terms and conditions (“Additional Services”). Such software and services
are subject to additional payments as required and are subject to Licensee’s consent to
such terms and conditions associated with the use of additional software and services.
4. SERVICES
4.1. Upon activation of Licensee’s account and subject to the payment of applicable fees,
BigFoot Retail Solutions PVT Ltd. will provide certain hosting, support and other
miscellaneous Services for the Software licensed by Licensee under this Agreement and
Licensee’s Store during the term of this Agreement as published on the KartRocket Site.
Licensee’s Store shall be hosted on a BigFoot Retail Solutions PVT Ltd server on which
several merchants may share the resources and network capacity of that BFRS Server.
4.2. STORE DESIGN AND CUSTOMIZATION: At Licensee’s request, and subject to BFRS’s
acceptance of Licensee’s request and Licensee’s payment of applicable fees, BFRS will itself
provide, design and customization services for Licensee in accordance with BFRS’s then
current customization terms and conditions and customization costs. This service is not
FREE of charge and is not included in the subscription fee packages. However, the merchant
is free to use the tools provided in the admin area of KartRocket to design their store
however they wish.
4.3. DOMAIN NAME REGISTRATION: At Licensee’s request and subject to your agreement to
applicable terms and conditions and the payment of applicable fees, BFRS’s Additional
Services may include acquisition and registration of a second-level domain name
(“Domain Name”) for Your Store on Your behalf. You hereby appoint BFRS and third
parties who provide domain name registration services to BFRS as Your agent in the
acquisition, registration and ongoing administration of Domain Names on Your behalf and
You authorize BFRS and third parties who provide domain name registration services to
BFRS To select and issue binding instructions to domain name registrars and registries
used to acquire, register and administer Domain Names on Your behalf. BFRS provides this
Service as a convenience to You only and You hereby waive any and all claims that You
may have, or which may later arise, against BigFoot Retail Solutions PVT Ltd. for any
and all damages, losses, claims or expenses arising out of or related to the acquisition,
registration and/or use of such Domain Name. In addition, BFRS reserves the right, in
BFRS’s sole discretion, to refuse to acquire or register any domain name requested
by You, and to discontinue the use of any domain name requested by you.
4.4. CHANGES IN SERVICES: BFRS reserves the right to change, amend and/or otherwise
alter the Services provided with equivalent or otherwise equal Services without prior
notice to licensee. Licensee agree to receive administrative communications from BFRS
in regards to the Software, Services, Licensee’s account, policy changes and system
updates.
5. LICENSEE’S STORE & CONTENT CONTROL
5.1. Licensee will be solely responsible for the development, operation and maintenance of
Licensee’s Store, including the operation of Licensee’s Store, accepting, processing and
filing customer orders generated through Licensee’s Store, and handling any customer
inquiries, complaints, or disputes arising from orders or sales generated through Licensee’s
Store even though BFRS shall assist the client vide its above quoted services provided
they are availed of. Licensee agree that BFRS has no obligation to back- up any data
related to Licensee’s Store’s operations and Licensee should independently take
appropriate steps to maintain such data in accordance with Licensee’s needs and
requirements.
5.2. Licensee will be solely responsible for creating, managing, editing, reviewing, deleting
and otherwise controlling the content on Licensee’s Store, regardless of whether BFRS
provides any design or customization Services to Licensee under this Agreement,
including all descriptions of the products and services Licensee offer to customers of
Licensee’s Store and user-generated content on and related to Licensee’s Store. As a
conduit, BFRS will give Licensee complete discretion over Licensee’s content provided it is
compatible and interoperable with the Software and Services provided by BigFoot Retail
Solutions PVT Ltd. Under this Agreement. Licensee retain all rights, title and interest in
and to all intellectual property rights embodied in Licensee’s content, exclusive of any
content provided by BFRS Notwithstanding anything contained in the foregoing, if
Licensee breaches any of the covenants in Section 5.1 of this Agreement, BFRS is
entitled to suspend or terminate Licensee’s Store and/or any access to information or
data related to Licensee’s account and the Software in accordance with Section 12 of this
Agreement.
5.3. Licensee acknowledges that, by only providing Licensee with the ability to publish and
distribute Licensee’s own or third party products, services or content, BFRS and its
Software are acting only as passive conduits for the distribution and/ or publishing of
such products, services or content on the Store. BFRS has no obligation to Licensee or any
third party, and undertakes no responsibility, to review Licensee’s Store, the products or
services listed therein or any other content, including but not limited to user-generated
content, published and/or distributed on Licensee’s Store to determine whether any
such product, service or content may incur liability to third parties. Notwithstanding
anything to the contrary herein, if BFRS believes in its sole discretion (as applicable) that
Licensee’s Store or any products, services, content or other materials in the Store
or on BigFoot Retail Solutions PVT Ltd. Servers may create liability, BFRS may take any
actions with respect to the content or materials.
5.4. Licensee hereby grants BFRS an irrevocable, royalty-free, worldwide license to Reproduce,
distribute, create derivative works of, transmit, publicly perform, publicly display and
digitally perform Licensee’s content solely for the purposes provided in this Agreement.
Licensee further agrees that BFRS has the exclusive right, in its sole discretion, to share
or distribute the content provided by Licensee and to either allow or to disallow, any or all
web crawlers to index sites or pages or e-stores hosted with BFRS. BFRS shall not be
held responsible in the event Licensee violates any intellectual property rights of the
other Parties and Licensee shall alone responsible for such violations.
**Please carefully read Annexure 1 & Annexure 2 to understand key roles and responsibilities, scope of work, support and key terms of engagement with BFRS**
6. COVENANT
6.1. COVENANTS BY LICENSEE: Licensee covenants that any products, services, or content
published and distributed on Licensee’s Store and Licensee’s related activities shall not
violate the BFRS Acceptable Use Policy that is incorporated herein by reference and as it may
be amended from time to time, nor shall they:
6.2. Be false, inaccurate or misleading be fraudulent or involve the sale of counterfeit or stolen
items
6.3. Infringe or misappropriates any third party’s copyright, patent, trademark, trade secret
or other proprietary rights or rights of publicity or privacy.
6.4. Violate any law, statute, ordinance or regulation (including, but not limited to, those
Licensee agrees to pay to KartRocket the Fees in the amount, manner and at the times as
agreed upon; Licensee are responsible for payment for its own license of KartRocket
application as well as for the licenses sub-licensed to its merchants.
8.4. Unless a merchant explicitly sends a cancelation request by issuing an email to
[email protected], services will stand active and the merchant would be liable to
make any payments until such a cancelation request is received & acknowledged by BFRS.
8.5. No charges if you terminate your KartRocket account - Once a merchant deletes/terminates
the account, they would not be charged again, but the merchant is responsible for
whatever charges have already been incurred for the current billing period. For example, if
the billing cycle is on the 15th of every month, and they cancel on the 24th, they'll still have
to pay for the current month, but they won't be charged again after that.
9. TAXES: All fees under this Agreement ` all applicable sales, use, and other taxes and
government charges, state or foreign, and Licensee will be responsible for payment of all such
taxes (other than taxes based on BFRS’ income), fees, duties, and charges, and any related
penalties and interest, arising from the payment of any and all fees under this Agreement.
**Please carefully read Annexure 1 & Annexure 2 to understand key roles and responsibilities, scope of work, support and key terms of engagement with BFRS**
10. DISCLAIMER OF WARRANTIES
10.1. BFRS, its suppliers and service providers, provide the software, additional software, and
services, on an “as is” basis and expressly disclaim any and all express, implied or
statutory warranties, including the warranties of merchantability, fitness for a particular
purpose, quiet enjoyment, title, non-infringement; and warranties arising from a
course of dealing, usage or trade practice are excluded. BFRS, its suppliers and service
providers, do not warrant that the software, additional software, or services will be error-
free or uninterrupted and make no representations regarding uptime, use, data security,
accuracy and reliability of their services. Licensee acknowledges and agrees that this
section 7 is reasonable and an essential element of this agreement and that in its absence,
the economic terms of this agreement would be substantially different.
11. LIMITATION OF LIABILITY
11.1. In no event shall BFRS, its suppliers, or service providers, or their officers, directors,
employees, contractors or agents be liable for lost profits or any special, incidental or
consequential damages arising out of or in connection with the software, the
additional software, the services or this agreement (however arising, including
negligence). BFRS, its suppliers’, and service providers’, cumulative liability, and the
liability of their officers, directors, employees, contractors and agents to Licensee or any
third parties in any circumstances shall be limited to payment received by BFRS for that