Terms And Conditions

Welcome to eTees!

The following terms and conditions together with our Privacy Policy (collectively, the “eTees Terms”) govern your use of the Platform and/or the Services.

The eTees Terms constitute a binding and enforceable legal contract between you and eTees and its Affiliates – so please read them carefully.

By using the Platform and/or the Services, you agree to be bound by the eTees Terms. If you do not agree to the eTees Terms, do not access and/or use this Platform or the Services.

Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Users with eTees Accounts only. You may not obtain or attempt to obtain unauthorised access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under the Act of India.

1. Definitions and Interpretation

• 1.1. Unless otherwise defined, the definitions and provision in respect of interpretation set out in Schedule 1 (“Definitions and Interpretation”) will apply to these Terms of Service.

2. eTees Account

• 2.1. You must be at least eighteen (18) years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Services.
• 2.2. If you are below eighteen (18) years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Service and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.
• 2.3. In order to access and use our Services, you must sign up and open an Account by providing your valid email address, valid mobile number and any other information indicated as required. As part of the Account activation process, you may be required to verify your email address and/or mobile number.
• 2.4. Subject to Clause 2.5 below, the person signing up and opening an Account will be the considered the Account owner and contracting party for the purposes of our Terms of Service and will be the person authorised to use the Account in connection with the Services.
• 2.5. If you are opening an Account on behalf of your employer or any other third party, your employer of such third party will be the Account owner and you represent and warrant that you have the authority to act on behalf of such employer or third party and bind such employer or third party to the eTees Terms.
• 2.6. You warrant that all particulars and information provided in the creation of your Account are complete, true and accurate. You shall ensure that such personal particulars and information are kept updated in the User profile.
• 2.7. You are solely responsible for activity that occurs on your Account and shall be responsible for maintaining the security and confidentiality of your password to your Account, including the password(s) created when you enable Multi-User functionalities / additional accounts. You must notify us immediately if you have knowledge that or have reasons for suspecting that the confidentiality of your password has been compromised or if there has been any unauthorised use of your Account or any other known Account-related security breach.
• 2.8. The rights, restrictions and obligations set out in the eTees Terms are equally applicable to you and to any other person you give access to your Account through Multi-User functionality.
• 2.9. We shall not be liable for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer / device, it is recommended that you do not save your Account details in your internet browser.
• 2.10. If you have reason to believe that your Account details have been obtained by another without consent, you should contact us immediately to disable your Account.
• 2.11. In the event of a dispute regarding Account ownership, we may temporarily disrupt services until a resolution has been determined between the disputing parties. We reserve the right to determine and/or grant ownership to an Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. We reserve the right to request for any documentation to determine or confirm Account ownership. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so, without liability to you or to any other party.

3. Privacy

• 3.1. As part of using the Services (and Third-Party Services we make available through the Platform and/or the Services), eTees and/or Third-Party Service providers may require the collection, access and use of personally identifiable information pertaining to you and End Users, including the activities or navigation undertaken by you and End Users through the Services and/or User Websites. You acknowledge and agree that our Privacy Policy and each such Third-Party Services’ privacy policy govern such activities.

4. General use of Services and/or access to the Platform

Your Obligations. You undertake and agree to:

• 4.1. Comply with any and all guidelines, notices, operating rules and instructions pertaining to the use of the Services and/or access to the Platform, as may be amended by us from time to time;
• 4.2. Be solely and fully responsible for all activities that occur under your Account and/or User Website and for any of your User Content, whether or not authorised by you;
• 4.3. Comply with all applicable laws including any specific laws applicable to you and your End Users;
• 4.4. Regularly save and back up any of your User Content and information pertaining to your End Users, your User Products and any applications or Third-Party Services used by you.

Restricted Activities. You agree and undertake not to:

• 4.5. Use the Platform or Services for illegal or unauthorised purposes;
• 4.6. Post, promote or sell through the Platform or Services any Prohibited Products;
• 4.7. Post, transmit or display any User Content in a context which may be deemed as scandalous, defamatory, libellous, obscene, profane, harassing, threatening, abusive, racist, offensive, inflammatory, deceptive or fraudulent, encouraging unlawful conduct, or which otherwise violates the rights of eTees or any third party (including any intellectual property rights privacy rights and/or contractual rights);
• 4.8. Upload, post or transmit any information, content, or proprietary rights that you do not have a right to transmit;
• 4.9. Use another User’s Account in any capacity;
• 4.10. Copy, duplicate, reverse engineer, sell, resell or exploit any portion of the Services or copyrightable materials or any other content on the Platform which is or may be subject to intellectual property rights without the express written permission of eTees;
• 4.11. Purchase search engine or other pay per click keywords (such as Google AdWords) or domain names that use eTees or eTees’s trademark and/or variations and misspellings thereof;
• 4.12. Remove existing eTees trademarks and logos from the templates;
• 4.13. Impersonate any person or entity or provide false information on the Platform and/or User Website;
• 4.14. Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that eTees or any third party endorses you, your User Website or your User Products;
• 4.15. Attempt to gain unauthorised access to any part of the Platform, the server(s) on which the Platform is stored, or any other server, computer or database connected to the Platform and the Services;
• 4.16. Use or upload any software or material that contains, or which you have a reason to suspect that contains viruses, damaging components, malicious code of harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of the Platform and/or Services;
• 4.17. Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or eTees’s systems or networks connected to the Services, attack the Platform by means of a denial of service attack, a distributed denial of service attack, spam or otherwise interfere with or disrupt the operation of any of the Services or the servers or networks that host them;
• 4.18. Act in a manner that may be perceived as damaging our reputation and goodwill or which brings eTees into disrepute or harm;
• 4.19. Abuse or threatening language in verbal or written form (including threats of abuse or retribution) any of our Users, employees (including external consultants), officers or members; or
• 4.20. Copy or plagiarise content or material from eTees’s Platform or communication channels.
• 4.21. By breaching the provisions of the eTees Terms, you may be committing a criminal offence under the Act of India. We will report such breaches to the relevant authorities, and we will cooperate fully with those authorities by disclosing your identity and/or details to them.
• 4.22. If you materially breach the provisions of the eTees Terms, we reserve the right to take one or more of the following actions: (a) issue a written warning to you and/or; (b) shut down your User Website and/or; (c) commence legal proceedings against you and/or; and (d) any other actions which we deem reasonably appropriate under the circumstances.
• 4.23. We exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of the eTees Terms.

Our Rights. We reserve the right to:

• 4.24. Monitor, screen and remove any User Website or User Content from the Platform. We may (but are not obliged to), in our sole discretion, investigate any violation of the eTees Terms and take action we deem appropriate;
• 4.25. Restrict access to, disrupt services or delete your Account for any reason whatsoever and at any time;
• 4.26. Report any activity we suspect to be in violation of any applicable law to the appropriate authorities and cooperate with such authorities;
• 4.27. Request any information from you in connection with your use of the Services and/or access to the Platform at any time;
• 4.28. Provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that our employees and contractors may also be our merchants and that they may compete with you, although they may not use your confidential information in doing so;
• 4.29. Include any User Content or User Product on eTees World in a category, using our sole discretion, which may be different to the category, if any, chosen by you for the same User Content or User Product on the Platform; and
• 4.30. Reject your application for an Account, unpublish an existing account, cancel a subscription or delete an existing Account for any reason, in our sole discretion.

5. User Content and User Products

5.1. Our Layout Templates.

• You may modify eTees’s layout templates to suit your User Website. We may add or modify the footer that refers to eTees in our sole discretion at any time and without previous communication. You must not copy, duplicate, reverse engineer, sell, resell or exploit any content on the layout templates which is or may be subject to intellectual property rights. We may modify our layout templates in our sole discretion where we believe there is any element that may be unlawful, offensive, threatening or otherwise objectionable or that violates any person’s intellectual property rights, even if you have received the template in that condition and is using that particular template in your User Website. We may also modify the design to reflect technical changes and updates as required.

5.2. Domain name.

• If a sub-domain or a custom domain name is obtained through the Platform or by eTees, that sub-domain or custom domain name is owned by eTees and is not transferrable to you, even in the event of a cancellation of your subscription or deletion of Your Account. If you own your custom domain name, you are solely responsible for handling all matters related to your custom domain with your domain provider. Please refer to our Domain Name Registration Agreement which can be found here.

5.3. User Content.

• You are responsible for ensuring that the User Content is (and will continue to be) true, current, non-infringing upon any third party rights, not part of the sample products from the template design, and in no way unlawful for you to possess, post, display or sell in the country in which you or your End Users reside, or for eTees and/or End Users to use or possess in connection with the Services. By uploading the User Content, you agree to (a) allow other internet users to view your User Content; (b) allow eTees to display and store your User Content; (c) allow eTees to review and/or edit your User Content at any time and for any reason, without previous notice; and (d) allow eTees to showcase your site through any of the eTees or eTees affiliate sites.

5.4. Sale of User Products.

• You are solely responsible for the User Products and fulfilment of any sale transaction that occurs on your Account via the Platform, by any channels available. You are also the sole responsible for providing all clarifications required by actual and potential buyers of your User Products. We are merely providing a platform for you to manage your sale activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your User Products, and eTees shall not be responsible for any customer engagement on your behalf / in regard to your User Products.

6. Intellectual Property

6.1. Your Intellectual Property.

• You are responsible for and shall own all intellectual property pertaining to your User Content, including but not limited to any designs, images, fonts, logos, illustrations, photographs, compositions, artworks, interfaces, text or literary. You shall indemnify eTees and Third-Party Service providers, including their respective employees, directors, officers, investors and partners against all claims, damages, losses, costs (including legal costs) and expenses if your User Content infringes the intellectual property rights of any third party. You grant us a worldwide, unlimited, revocable (should you decide to terminate your Account and stop using the Services) and free of charge right to use your Trademark on our Platform and/or Services for the purpose of providing our Services to you and identifying and referring to your business and your products and services for marketing or promotional activities.

6.2. Our Intellectual Property.

• All rights, title and interest in and to the Services, including any copyrightable materials, are owned by or licensed to eTees. Subject to your compliance with the eTees Terms and timely payment of all applicable Fees, we hereby grant you, upon creating your Account and as long as we provide you with our Services, a non-exclusive, non-transferable, non-sub licensable, fully revocable, limited licence to use the Services for the purpose of displaying your User Website and offering your User Products to the End Users, solely as expressly permitted under the Term of Service within the Services.

6.3. Trademarks.

• The Trademarks are registered and unregistered trademarks of ours or Third-Party Services. Nothing on the Platform or in these Terms of Service shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademarks displayed on the Platform without our written consent or any other applicable trademark owner.

6.4. You shall not, without our prior written approval:

• a. use any Trademarks in relation to any product, service, merchandise or website;
• b. copy, reproduce, adapt, modify, distribute, publish, post, or otherwise use or exploit any Content on the Platform in any way or for any purpose;
• c. distribute or make any part of the Platform over any other website or any network;
• d. hyperlink or in-link the Platform and/or any Trademarks to any website; or
• e. frame or otherwise incorporate into another website any of the Content or other materials on the Platform.

6.5. Whilst you may use the Trademarks or the Platform in a descriptive manner, you shall not refer to the Trademarks or the Platform in any way to suggest that you or your User Website is affiliated to or is endorsed by eTees, its affiliates, associates, Business Partners or service providers.

7. Fees and Payment

• 7.1. In order to sell your User Products on the Platform, you are required to pay the applicable Fees. eTees will provide notice of such Fees and the options then in effect on the Platform. eTees currently offers two pricing models, namely the Transaction Model and the Subscription Model..

7.2. Transaction Model:

• Under the Transaction Model, you will be charged (i) Transaction Fees and (ii) a fixed Monthly Hosting Fee, which is chargeable at the end of every month, commencing the month after your date of sign-up. Please refer to Schedule 3 for details of the Transaction Fees and Monthly Hosting Fee.

7.2.1. Invoicing.

• eTees will from time to time raise Invoices regarding the prevailing Fees. We will send such Invoices via your registered email and/or via an in-app / dashboard notification. We reserve the right to not send you an Invoice should there be no outstanding Fees and/or Processing Fees.
• a. Transaction Fees will be billed from the date of your first transaction. eTees will raise an Invoice every seven (7) days covering all transactions carried out during this previous 7-day period.
• b. Monthly Hosting Fee will be billed monthly.

7.2.2. Payment of Invoice.

• You agree to pay the outstanding Invoices raised by eTees according to the due date stated in each Invoice (the “Payment Due Date”). By creating an Account you authorise eTees to auto-debit any outstanding amount from your Authorised Payment Source.

7.2.3. Processing Fee.

• eTees will charge a Processing Fee for all Invoices outstanding, partially or full, beyond Payment Due Date. Such Processing Fee(s) will be included to the overall total of the next Invoice.

7.2.4. Non-Payment of Invoice.

• If you do not pay an outstanding Invoice beyond the Payment Due Date, eTees reserves the right to disrupt the Services and delete your Account.

7.2.5. Rebates.

• Please refer to Schedule 3 for details regarding rebates.

7.2.6. Upgrading of Account.

• You may upgrade to the Subscription Model at any time provided that you have fully paid up all Invoices and/or outstanding payments due to us.

7.3. Subscription Model.

• Under the Subscription Model, you are charged a Subscription Fee based on the subscription plan that you choose. If you are on the Subscription Model, you will not incur any Transaction Fees or Monthly Hosting Fee. For avoidance of doubt, all transaction and other applicable fees charged by Third-Party Service providers such as payment gateways and/or shipping providers will continue to apply according to their respective terms and conditions.

7.3.1. Subscription Fees.

• All Subscription Fees are payable in advance, regardless of the Subscription Plan chosen. eTees will raise an Invoice and upon payment of the Subscription Fees you will receive a payment receipt. By creating an Account you authorise eTees to auto-debit the applicable Subscription Fees from your Authorised Payment Source. Please refer to Schedule 3 for details on the Subscription Fees.

7.3.2. Subscription Renewals.

• In order to ensure that you do not experience any disruption of Services, your subscription will be automatically renewed on a recurring fees basis (except where explicitly stated otherwise by eTees in writing). Accordingly, where applicable, eTees will attempt to automatically renew the Services for a renewal period equal in time to the original subscription period for such Services, and automatically debiting the applicable Fees from your Authorised Payment Source on the subscription renewal date. For example, if your existing Subscription Plan is six (6) months, each subsequent renewal period will be for six (6) months. We may notify you by email at least seven (7) days prior to the expiry of the then current subscription period to remind you of the upcoming renewal. Therefore, unless you delete your Account, cancel your subscription or change your Subscription Plan within seven (7) days prior to the subscription renewal date, we will automatically renew your subscription based on your existing Subscription Plan when it is due for renewal and charge you the applicable Subscription Fee. All Invoices for renewal Subscription Fees will be issued in electronic form and sent to you via email within seven (7) days after the renewal date.

7.3.3. Non-Payment.

• If we are unable to auto-debit the renewal Subscription Fee from your Authorised Payment Source for any reason whatsoever, we may, in our sole discretion, recover the same from you at a later time and/or downgrade your Account to Transaction Model, without further notice.

7.3.4. Refunds or Rebates.

• eTees will not provide refunds or rebates on your Subscription Fees, pro-rated or otherwise.

7.4. Other Fees:

• The use of certain Services will be subject to payment of Fees. If you wish to use such Services, you are required to pay all applicable Fees accordingly. eTees reserves the right to vary its pricing models and/or Fees for the Services from time to time. eTees will provide information regarding the prevailing Fees or any variations thereto on the Platform.

7.4.1. eTees World Listing Fee.

• You have the option of listing your User Contents on eTees World at the Fee mentioned on Schedule 3. Unless you have opted for the Subscription Model, you will be required to pay an upfront annual fee upon your qualification to participate in eTees World.

• 7.4.2. The eTees World Listing Fee will be auto renewed at the end of every twelve (12) months, unless you cancel before the next renewal date. You hereby authorise eTees to auto-debit the eTees World Listing Fee from your Authorised Payment Source.

7.4.3. Annual Custom Domain Fee.

• If you have purchased the use of a domain through the Platform, as per the terms and conditions mentioned therein, you will be sent an Invoice. Please refer to the Domain Registration Agreement by clicking here.

• You may only give notice to us in writing sent to our designated email address and we shall be deemed to have received such notice only upon receipt.
  
  Notices to eTees must be sent exclusively to info@nearbyshops.co.in

13. Disclaimer of Warranties

13.1. No representations or warranties.

• The Platform and/or Services are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform and/or the Services are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality or fitness for a particular purpose are given in conjunction with the Platform and the Services. Without prejudice to the generality of the foregoing, we do not warrant:
• a. the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform, the Services or User Website;
• b. that the Platform or the Services will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
• c. that the Platform or the Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks; or
• d. the security of any information transmitted by you or to you through the Platform or the Services.

14. Reporting of Copyright Infringement

14.1. If anybody believes that any User has copied or otherwise used their work in a way that constitutes copyright infringement, please contact us on Shop Support.

14.2. Upon receiving such a notice, we may remove or disable access to the allegedly infringing User Content. Once provided with a notice of takedown, you can reply with a counter notification to object to the complaint. The original complainant has fourteen (14) days after we receive a counter notification to seek a court order restraining the User from engaging in the infringing activities, otherwise we will restore the relevant User Content.

15. Limitation of Liability

15.1. eTees, its officers, directors, employees and agents shall not be liable to you or the End User for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever even if eTees has been advised of the possibility of such damage, including any damages resulting from (1) any access, use or inability to use the Platform or the Services; (2) errors, mistakes or inaccuracies of or in any content (including User Content) made available through the Platform and/or through the Services; (3) any unauthorised access to or use of our servers and/or any personal information and/or other information stored herein; (4) any interruption or cessation of transmission to or from the Services; or (5) your use of the Third-Party Services or use of or access to any other website linked to the Platform.

15.2. eTees shall not accept any liability arising out of any disruption or non-availability of the Platform or the Services due to external causes including, but not limited to, Internet Service Provider (“ISP”) equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

16. Indemnity

16.1. You agree to defend, indemnify and hold harmless eTees, our officers, directors, shareholders, employees, affiliates and agents from and against any and all claims, damages, obligations, losses, liabilities, costs (including attorney fees) arising from (a) your breach of any term of the eTees Terms; (b) your breach of any third-party right, including any copyright, property, or privacy right, resulting from your User Website or User Content and your use of the Services or Platform; and (c) any other type of claim discussing alleged damages caused by your User Website and/or User Content to a third party.

16.2. In addition, eTees may use whatever information that is available about you to stop any such breach of the eTees Terms, any unlawful or inappropriate use of the Platform and Services, including informing any third party we deem appropriate of such breach or use and/or disclosing your personal information to such third party.

17. General

17.1. Amendments.

You acknowledge and agree that we may, in our sole discretion, amend the eTees Terms at any time by posting the relevant amended and restated eTees Terms on the Platform and such amendments to the eTees Terms are effective as of the date of posting. You should check these eTees Terms periodically for, and read carefully, any such amended eTees Terms. In the event of any conflict between the current version of eTees Terms and any previous version(s), the provisions that are current and in effect shall prevail unless it is expressly stated otherwise. Your continued use of the Platform and/or Services after such date constitutes your unrestricted agreement to, and acceptance of, the amended eTees Terms. If you do not agree to any changes to the eTees Terms, you must stop accessing or using the Platform and the Services.

17.2. Acknowledgement of Acceptance.

By clicking “Accept”, “Agree”, “Submit”, “Sign up” or “Continue” or taking any other action signifying your assent when prompted in relation to the Services or any transaction on the Platform, you shall be deemed to have read, understand and agree to the terms and conditions of such Services or, and such act of clicking “Accept”, “Agree”, “Submit”, “Sign up” or “Continue” or taking any other action signifying your assent shall also constitute an acceptance in accordance with Act of India.

17.3. Governing Law.

Use of the Platform and/or the Services and the eTees Terms will be governed by and construed in accordance with the laws of India and you hereby submit to the exclusive jurisdiction of the Manmad courts. The United National Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

17.4. Entire Agreement.

The eTees Terms constitute the entire agreement between you and eTees and govern your use of the Platform and the Services, superseding any prior understandings, communications and agreements between you and eTees (including but not limited to, any prior versions of the eTees Terms).

17.5. No waiver.

No waiver of any breach or default of any provisions of the Terms of Service shall be deemed to be a waiver of any preceding or subsequent breach or default.

17.6. Severability.

If any provision of the Terms of Service is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Terms of Service.

17.7. Sub-contracting and delegation.

We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

17.8. Binding and conclusive.

You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and/or Services will be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you.

17.9. Assignment.

You may not assign your rights under these Terms of Service without our prior written consent which eTees may refuse in its sole discretion. Any attempt by you to assign your rights under the Terms of Service without eTees’s prior explicit and written consent will be null and void. We may assign our rights under these Terms of Service to any third party.

17.10. Third-Party Rights.

A person who is not a party to this User Agreement shall not have or acquire any right to enforce any term of the eTees Terms (including, but not limited to, any right to enforce or have the benefit of any exclusion or limitation of liability contained in this User Agreement) under the Contract (Right of Third Parties) Act, of India. This Clause shall override any other provision in the eTees Terms that is or may be inconsistent with it.

17.11. Force Majeure.

We will not be liable to you or any third party for any failure by us to perform our obligations under the Terms of Service in the event that such non-performance arises as a result of the occurrence of an event beyond our reasonable control, including an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder or other event of force majeure.

18. eTees World

18.1. Proprietary Aggregation Platform.

eTees World is an online aggregation platform where we have the right to curate and showcase, on our sole discretion, User Content & User Products in a suited category.

18.2. Listing.

The eligibility of merchants listing on eTees World rests solely with eTees. Your User Website, products and content may be eligible for eTees World listing if it satisfies the eTees terms & conditions, which includes but is not limited to having a subscription plan with eTees and/or paying the eTees World Listing Fee.

18.3. End User.

If you access eTees World as a buyer, you may be directed to the relevant User’s Website when you click on any product displayed on the webpages of eTees World. You acknowledge and agree that the merchant is solely responsible for fulfilment of any order you make on that User Website and for the product quality. We do not ourselves offer, market or sell any User Product and we are not a party of, nor privy to, any contract or transaction between yourself and a merchant. Therefore, eTees is not responsible for ensuring that a buyer or merchant will honour their contractual obligations.

18.4. eTees World User.

If you are a eTees World User, you acknowledge and agree that we reserve the exclusive right to include any User Product or User Content and decide its categorization on eTees World on our sole discretion. You further acknowledge and agree that your User Products may be listed with other competing User Products.

18.5. Use of eTees World.

You acknowledge that eTees in its sole discretion may remove your User Website, User Content and User Product from the listing if it breaches our guidelines or any applicable laws. We will not provide a refund or rebate pro-rated or otherwise.

19. SCHEDULE 1 - DEFINITIONS AND INTERPRETATIONS

1. Definitions

1.1. “Account” or “eTees Account”

means an account you have with eTees for the purpose of using the Services.

1.2. “Affiliate”

means a company that is a direct or indirect subsidiary of eTees or otherwise related to eTees through common ownership or control.

1.3. “Annual Custom Domain Fee”

means the annual fee payable by Users who purchase the use of a domain through the Platform, as per the terms and conditions mentioned therein.

1.4. “Authorised Payment Source”

means a credit card, debit card, bank account, e-wallet or such other mode of payment you authorise eTees’s nominated payment gateway to deduct all Fees, charges and expenses relating to your Account and/or use of the Platform when you create your Account.

1.5. “Business Partner”

includes business associates, or any party who introduces or refers you to the Platform and/or the Services.

1.6. “Chargeback”

has the meaning and is restricted to the conditions set out in Clause 7.4.8.

1.7. “Content”

includes, but is not limited to, texts, photographs, images, illustrations, audio clips, video clips, files, photographs, logo’s, slogans or any other material that is published on the Platform.

1.8. “Delete” or “Deletion”

refers to deletion of Account along with User Contents, User Products & User Website.

1.9. “Discussion Forums and Other Social Interactions

means any forums, blogs, private messages, emails or other electronic mediums made available through or in connection with the Services, either on the Platform, social media or other channels used by eTees from time to time.

1.10. “Disruption of Service”

includes an inability on the part of the User to publish a User Website and/or User Website details including User Contents, User Products, orders & End User details.

1.11. “End User”

means visitors and users of your User Website.

1.12. “Fees”

means the fees, as determined by eTees in its sole discretion, applicable to your use of the Services.

1.13. “Invoice”

means the document issued by eTees for the payment of Fees.

1.14. “Monthly Hosting Fee”

means the monthly hosting fee payable by Accounts under the Transaction Model.

1.15. “Payment Due Date”

means the due date indicated in the Invoice issued by eTees for the payment of Fees.

1.16. “Platform”

means (a) both the web and mobile versions of the websites operated and/or owned by eTees, which include the following URLs and their subdomains: www.nearbyshops.co.in, https://nearbyshops.co.in and (b) the mobile applications made available from time to time by eTees, including the iOS and Android versions.

1.17. “Processing Fees”

means fees charged on overdue Invoices not paid within the Payment Due Date.

1.18. “Prohibited Product”

means any product, content or services set out in in Schedule 2 (“Prohibited Product List”) or otherwise prohibited from being posted, promoted or sold through the Platform or the Services.

1.19. “Services”

means the services, information and functions made available by us at the Platform.

1.20. “eTees”, “we”, “our”, and “us”

means eTees, a India company with registered address at Plot No 64, Ind. Area, Manmad, Dist-Nashik (MS), India 423104 and its Affiliates.

1.21. “eTees World”

is the proprietary aggregation platform at www.nearbyshops.co.in used by eTees to list curated User Products from the User Website to attract End Users.

1.22. “Subscription Model”

Subscription Plan model with recurring payments at regular chosen tenures. Plans are charged at a fixed subscription price.

1.23. “Taxes”

means all applicable taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities.

1.24. “Third-Party Services”

means third-party software, applications, products and services that we make available through the Platform and/or Services.

1.25. “Trademark”

means the trademarks, service marks, trade names and logos used and displayed on the Platform.

1.26. “Transaction Fee”

means the percentage fee applied on the sales value after discounts of a User Product sold via the Platform. The sales value excludes related taxes, shipping fees, payment fees, marketplace fees and other third-party charges. The Transaction Fee amount is subject to local taxes where applicable.

1.27. “Transaction Model”

the Transaction Model charges the User a Transaction Fee plus a fixed Monthly Hosting Fee.

1.28. “User” or “you”

means each visitor or user of the Platform and/or Services, including additional individuals for whom you provide access through Multi-User functionality.

1.29. “User Agreement”

means the agreement between you and eTees regulating the use of the Platform and the Services, which shall be considered valid and in force as of your acceptance of our Terms of Service.

1.30. “User Content”

means any data, graphics, photos and links that is uploaded on your User Website.

1.31. “User Product”

means any product, content or services sold by you through the Platform.

1.32. “User Website”

means the Website, online store created by you on the Platform and/or using our Services.

2. Interpretation

2.1. Whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”.

2.2. Unless expressly indicated otherwise, all references to a number of days mean calendar days and the words “months” or “monthly” as well as all references to a number of months means calendar months.

2.3. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Service.

2.4. In the event of a conflict or inconsistency between any two or more provisions under these Terms of Service, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in eTees’s favour and the provision which is more favourable to eTees shall prevail.

20. SCHEDULE 2 - PROHIBITED PRODUCT LIST

• 1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
• 2. Body parts which include organs or other body parts.
• 3. Bulk marketing tools including email lists, software or other products enabling unsolicited email messages (spam).
• 4. Cable descramblers and black boxes including devices intended to obtain cable and satellite signals for free.
• 5. Child pornography which includes pornographic materials involving minors.
• 6. Copyright unlocking devices including Mod chips or other devices designed to circumvent copyright protection.
• 7. Copyrighted media including unauthorised copies of books, music, movies, and other licensed materials.
• 8. Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.
• 9. Counterfeit and unauthorised goods which include replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps and other potentially unauthorised goods.
• 10. Drugs and drug paraphernalia which include illegal drugs and drug accessories, herbal drugs like salvia and magic mushrooms.
• 11. Drug test circumvention aids which includes drug cleansing shakes, urine test additives and related items.
• 12. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
• 13. Gaming/gambling which includes lottery tickets, sports bets, memberships/enrolment in online gambling sites, and related content.
• 14. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
• 15. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property.
• 16. Illegal goods which includes materials or products promoting illegal goods or enabling illegal acts.
• 17. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.
• 18. Offensive goods which includes literature, products or other materials that: a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, gender, sexual orientation, or other factors b) encourage or incite violent acts; and/or c) promote intolerance or hatred.
• 19. Offensive goods which include crime scene photos or items, such as personal belongings associated with criminals.
• 20. 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.
• 21. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
• 22. 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, surveillance equipment; goods regulated by government or other agency specifications.
• 23. Securities, which includes stocks, bonds, or related financial products.
• 24. Tobacco and cigarettes including cigarettes, cigars, chewing tobacco, e-cigarettes and related products.
• 25. Traffic devices including radar detectors/jammers, license plate covers, traffic signal changers, and related products.
• 26. Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
• 27. Wholesale currency including discounted currencies or currency exchanges.
• 28. Live animals or hides, skins, teeth, claws and other parts of animals.
• 29. Multi-Level marketing collection fees.
• 30. Matrix sites or sites using a matrix scheme approach.
• 31. Work-at-home information.
• 32. Drop-shipped merchandise.
• 33. Any other products or services which are not in compliance with applicable laws and regulations in which your business is located.

21. SCHEDULE 3 – PRICING AND FEES

INDIA
Transaction Model*		Subscription Model*		Other Fees*
Transaction Fees 3% Monthly Hosting Fee ₹50 Processing Fee ₹25 Rebate on Transaction Fee** 50%		Subscription Fees:		Annual eTees World Listing Fees ₹500 Annual Custom Domain Fees – Yr 1 ₹995 Annual Custom Domain Fees – Yr 2 onwards ₹1,995
		3 Months Plan ₹4,500 6 Months Plan ₹7,500 12 Months Plan ₹12,000

INDIA
Transaction Model*		Subscription Model*		Other Fees*
Transaction Fees 3% Monthly Hosting Fee S$1 Processing Fee S$0.50 Rebate on Transaction Fee** 50%		Subscription Fees:		Annual eTees World Listing Fees S$10 Annual Custom Domain Fees – Yr 1 S$18.95 Annual Custom Domain Fees – Yr 2 onwards S$26.95
		3 Months Plan S$90 6 Months Plan S$150 12 Months Plan S$240

HONG KONG
Transaction Model*		Subscription Model*		Other Fees*
Transaction Fees 3% Monthly Hosting Fee HK$8 Processing Fee HK$4 Rebate on Transaction Fee** 50%		Subscription Fees:		Annual eTees World Listing Fees HK$60 Annual Custom Domain Fees – Yr 1 HK$108 Annual Custom Domain Fees – Yr 2 onwards HK$188
		3 Months Plan HK$488 6 Months Plan HK$888 12 Months Plan HK$1388

MALAYSIA
Transaction Model*		Subscription Model*		Other Fees*
Transaction Fees 3% Monthly Hosting Fee MYR 3 Processing Fee MYR 1.50 Rebate on Transaction Fee** 50%		Subscription Fees:		Annual eTees World Listing Fees MYR 30 Annual Custom Domain Fees – Yr 1 MYR 60 Annual Custom Domain Fees – Yr 2 onwards MYR 85
		3 Months Plan MYR 270 6 Months Plan MYR 450 12 Months Plan MYR 720

REST OF WORLD
Transaction Model*		Subscription Model*		Other Fees*
Transaction Fees 3% Monthly Hosting Fee US$1 Processing Fee US$0.50 Rebate on Transaction Fee** 50%		Subscription Fees:		Annual eTees World Listing Fees US$7.50 Annual Custom Domain Fees – Yr 1 US$13.95 Annual Custom Domain Fees – Yr 2 onwards US$19.95
		3 Months Plan US$60 6 Months Plan US$100 12 Months Plan US$160

* All prices are exclusive of any applicable GST and other applicable taxes.
** Rebate on Transaction Fee is calculated based on the total product cost of cancelled orders only. It will be processed within four (4) weeks from date of order cancellation and will be provided as a credit in subsequent Invoice. Such credit can be set off against transaction fees within a period of six (6) months only.

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