“Idea Labz” is a service that connects a large network of Stores, businesses or establishments to general public through its plug-n-play “solutions”. All plug-n-play solutions are conceptualized, designed, & developed by Idea Labz. Idea Labz is mobile application development company, located at 2338, BDA Main Road, Jeevanbhimanagar, HAL Post, Bangalore 560017. All the rights, benefits, liabilities & obligations under the following terms & conditions shall accrue to the benefit of Idea Labz. (together with its subsidiaries and other affiliates hereinafter referred to as “us”, “We” or “Idea Labz” ).
“User” means a person who has signed up and is registered with Idea Labz for the use or potential use of the Service.
“Merchant” means stores, businesses, establishments or institutions using Idea Labz solutions to interact with the consumers.
i) References to a Merchant shall include such party’s successors, employees, permitted assignees and any persons deriving title under it;
ii) The descriptive headings of clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such clauses; and can be further defined in separate annexures.
iii) By agreeing to the terms of services, the Merchant shall be deemed to have consented unconditionally to all such addendums and amendments to the Agreement.
Idea Labz currently disseminates information to the users through various platforms viz, email, sms, push notifications, telephone & internet. Idea Labz may, at its discretion cease providing information over any of the above platforms or provide information over other platforms or modify the manner in which information is provided over any of the existing platforms, as it may deem fit, from time to time.
APPROVAL AND REGISTRATION TO AVAIL IDEA LABZ SOLUTIONS:
The Merchant shall disclose the exact business category/sub-category for which the Merchant will be using the solution of this agreement and shall only avail the services through its designated Merchant business. In order to use the solutions for any other purpose, the Merchant understands and acknowledges that it shall notify Idea Labz in writing of such change and such change will be subject to approval.
All risks associated with the delivery of Merchant services to the customers shall be solely that of the Merchant and not Idea Labz. Any and all disputes regarding quality, Merchantability, non-delivery, delay in delivery of Merchant services to the customers shall be resolved between the Merchant and the customer without making Idea Labz and/or the respective payment gateway provider a party to such disputes.
The Merchant is solely responsible for all customer service issues relating to any and all transaction pertaining to the products or services sold by the Merchant including but not limited to customer charge, order fulfillment, order cancellation, returns, refunds and adjustment, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes. In performing customer service, the Merchant will always present itself as a separate entity from Idea Labz. Under no circumstances shall Idea Labz be responsible for customer support to the customer or any third party.
COVENANTS OF THE MERCHANT:
i) The Merchant shall not offer any products which are illegal or offensive or banned or not in compliance with applicable laws, rules & regulations whether central, state, local or international of all jurisdiction from where the customers avail the service/products. In addition, the Merchant shall comply with and shall ensure compliance by the customers with all applicable guidelines, rules, regulations set by Idea Labz & the acquiring third party services. The Merchant agrees and understands that Idea Labz reserves the right to suspend its services to the Merchant until such time that the Merchant does not discontinue selling such banned, illegal products/services or does not conform to all applicable laws and regulations in force from time to time. In addition, Idea Labz reserves the right to terminate this agreement without further notice in case of breach of this clause.
ii) The Merchant shall have the marketable and legal right and title to sell products & services offered by it to the customers by using Idea Labz solutions.
iii) The Merchant shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the products/services offered by Merchant to the customers.
iv) The Merchant shall not engage in activities that harm the business and/or brand of Idea Labz and its third party service providers.
v) The Merchant shall be responsible to resolve all customer disputes and provide whatever assistance to assist Idea Labzat its own cost.
vi) The Merchant authorizes Idea Labz to share transaction data and customer information with the respective third party services when required.
vii) The Merchant agrees that Idea Labz reserves a right to suspend the use of solution / Idea Labz services provided herein, forthwith, in event the Merchant fails to observe the terms and conditions herein.
CONFIDENTIALITY & RELATED OBLIGATIONS:
The Merchant shall keep any information regarding the users of the service (“User Information”) confidential both, during subsistence of this contract and after its termination. The Merchant shall not, without prior written consent of Idea Labz, transfer (whether for considerations or otherwise) User information to any third party for any reason whatsoever. The Merchant is specifically prohibited from using the User information for purposes of seeking any commercial gain out of said User information. In the event Idea Labz is made aware of any such practice of the Merchant in violation of the terms of contract, Idea Labz shall be entitled to terminate the contract as well as initiate such legal proceedings against the Merchant, as it may deem fit, at its sole discretion and without prejudice to rights available to it under applicable law. Idea Labz reserves the right to retain, reuse or remove information or knowledge including but not limited to user ratings, user experience, feedback / comments obtained by Users or its Merchants on Idea Labz platform, unless mentioned otherwise in writing.
Idea Labz markets the offerings of the Merchant to the users via push notifications & in-app messages. However, Idea Labz shall not be obliged to recommend Merchant to the users. Idea Labz’s obligation under the contract is limited explicitly set out herein and in no event does it undertake to generate or guarantee inquiries or business to the Merchant.
Merchant shall indemnify and hold harmless Idea Labz, its affiliates, directors, officers, agents and employees from loss, or damage arising from any claim asserted by any third party including any user, due to or arising out of any action or inaction of Merchant, its employees or agents, including but not limited to, property claims, any claims pertaining to incorrect or false information about the Merchant that was provided to Idea Labz and any claims including but not limited to the quality or usefulness of the products or services of the Merchant.
DISCLAIMER AND LIMITATION OF LIABILITY:
Idea Labz is not liable for any claim owing to any misinterpretation of the information pertaining to the Merchant so long as the information exhibited/communicated by Idea Labz conforms to the information made available by the Merchant or its authorized representative.
Idea Labz is entitled to charge the Merchant all taxes including but not limited to Service Tax (now in force or enacted in future) that are or may be imposed on the said Services and the Merchant hereby agrees to pay the said taxes and charges promptly without raising any objections.
(i) Idea Labz’s interpretation of the Contract shall be final and binding on the Merchant.
(ii) Merchant agrees that no joint venture, employment, or agency exists between Merchant and Idea Labz and the Merchant is not entitled to bind Idea Labz by its actions.
(iii) Merchant may not assign any rights or obligations against Idea Labz without Idea Labz’s prior written consent.
(iv) Idea Labz shall not be responsible for any delay or deficiency due to any force majeure events such as natural disasters, acts of terrorism, civil labor strike, labor and other strikes.
(v) Nothing in the Contract obliges or will be deemed to oblige Idea Labz to provide any credit to the Merchant.
All disputes, differences and/or claims arising out of the Contract shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act,1996 or any statutory amendment thereof. The arbitration proceedings shall be held at Bangalore and shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Merchant and Idea Labz.