i. Your use of the Platform and Viloop’s services, features, functionality, software and products (collectively the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy, The Product Listing Policy, The Infringement Policy, The Return Shipments Policy, The Undelivered Shipment Policy, Anti-Counterfeiting Policy and any other rules and policies of the Platform that Viloop may publish from time to time.

ii. You must read Viloop Privacy Policy which governs the collection, use, and disclosure of personal information about Users. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

i. You must register on the Platform in order to access and use the Services. Further, Viloop reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that Viloop may impose in its discretion.

ii. In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third party service provider(s), as the case may be. Viloop disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).

iii. User agrees and confirms that any Services provided to you by Viloop are on best efforts basis and Viloop may engage services of third party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.

iv. User acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.

v. Viloop may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with Viloop.

i. User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with Viloop’s approval, one User may only register one account on the Platform. Viloop may cancel or terminate a User’s account if Viloop has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, Viloop may reject User’s application, without assigning any reasons thereof, for registration for any other reason.

ii. A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP will be deemed to have been authorised by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.

iii. When you access the Platform you are electronically communicating with Viloop. Viloop may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from Viloop with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from Viloop.

iv. While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhar, address, phone number and/ or any other information that may be required by Viloop to provide in relation to your business. You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your user account information. If any information provided by you is found to be incorrect or misleading, Viloop reserves its right to take appropriate steps as set forth under Clause 7 of these General Terms. For the purposes of verification of your account information, you agree that we may share your information with such third party service provider in accordance with the terms of the Privacy Policy. We reserve the right to seek additional information from you about you and your business, from time to time and you consent to provide such additional information to continue using the Platform.

i. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with Viloop, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).

ii. Viloop may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such third parties terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that Viloop has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.

iii. You agree not to undertake any action which may undermine the integrity of Viloop’s feedback system.

iv. You agree that the Services shall be availed by you only for commercial purposes that is for sale or purchase of products for further distribution or sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.

v. By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to Viloop or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to Viloop to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to Viloop that you have all the rights, power and authority necessary to grant the above license.

vii. Each User shall at all times, adhere to our Code of Conduct available at https://Viloop.in, while discharging its obligations under the Terms.

viii. You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc, shall comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct.

ix. More particularly, you shall ensure that (i) you do not, whether directly or indirectly, use any forced/bonded labour or human trafficking in your organization and you do not require your employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with you; (ii) you do not employ whether directly or indirectly, any child labour and all your employees are above the minimum legal age; (iii) your employees are provided fair wages and are provided fair working conditions; (iv) you are an equal opportunity employer and do not discriminate on grounds of gender, race, religion, caste, or any other socio- economic background; (v) you respect the employees’ right to freedom of association; (vi) your employees have the right to leave the employment and are not continuing with the employment under coercion or duress; and (vii) your employees have adequate grievance redressal mechanism to raise any concerns related to modern slavery.

x. Viloop shall retain the right to audit you specifically to ensure compliance with these modern slavery standards.

ii. Viloop does not pre-screen any content or information posted, published or transmitted on the Platform by the users and Viloop is under no obligation to pre-screen any such content or information. However, Viloop may at its discretion and/or in accordance with applicable law may voluntarily take down any content or information posted by you on the Platform and if Viloop determines that any content or information is in violation of these Terms, Viloop may remove such content or information from the Platform without notice. Such actions do not in any manner negate or dilute Viloop’s position as an intermediary or impose any liability on Viloop with respect to content or information posted, published or transmitted by users on the Platform.

iii. Notwithstanding anything contained herein these Terms, Viloop may with or without notice and in its sole discretion be entitled to suspend, reduce visibility of the product listings, de-activate, or de-list any product listings or User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the Platform, performance of the User on the Platform, etc.

iv. In the event a User becomes inactive or if no transaction is noticed by Viloop, in such a case Viloop reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User.

v. Viloop reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, Viloop may disclose the User's identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.

vi. If it comes to the knowledge of Viloop or Viloop reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, Viloop shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account.

i. Viloop is merely a facilitator and is not and cannot be a party to or control in any manner any advertisement, exhibition, making available, offer to sell or transactions of sale or purchase on the Platform.

ii. When a product is listed for sale on the Platform by a Seller, products sold to Buyer by the Seller will be governed by the bipartite contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that Viloop cannot and does not confirm each Seller’s purported identity. Viloop encourages Buyers to exercise discretion and caution while dealing with various Sellers.

iii. User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes. Buyer agrees to purchase the products from the Seller for further resale or commercial purpose and shall not use the products purchased for your personal use or consumption.

iv. For any Services, Viloop does not represent either the Seller or the Buyer in specific transactions. Viloop does not control and is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform, or the ability of the Seller to complete a sale or the ability of Buyers to complete a purchase. Viloop does not implicitly or explicitly support or endorse the sale or purchase of any products on the Platform. At no time shall any right, title or interest in the products sold through or displayed on the Platform vest with Viloop nor shall Viloop have any obligations or liabilities in respect of any transactions on the Platform.

v. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions (hereinafter referred to as “Transaction Risk”) in connection with using the Platform or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. User acknowledges and undertakes that it is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform.

vi. Viloop shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products and hereby expressly disclaims any and all responsibility and liability in that regard. Viloop shall not mediate or resolve any dispute or disagreement between Buyer and the Seller of the products or any third party that is rendering services to you.

vii. In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify Viloop (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. This clause shall also apply to any services opted for by the User by accessing any link from Viloop site to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third party.

viii. viii. We do not make any representations pertaining to the information, content, products included on or delivery of the products or otherwise made available to User and User acknowledges that we are only acting as an intermediary between the Buyer and the Seller. User hereby further agrees, acknowledges and confirms that we are not responsible in any way for the products purchased by the Buyer from the Seller and it is explicitly agreed by the User that we will not in any way, under any circumstances whatsoever, be responsible or held liable for products purchased by Buyer from the Seller and/or in relation to any issue and/or dispute thereof. User hereby further agrees, acknowledges and confirms that under the aforesaid circumstances Buyer’s only recourse will be against the Seller and we will not be made a party to any such issue and/or dispute between the Seller and the Buyer.

ix. The User(s) shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any applicable laws.

i. To the maximum extent permitted by law, the Services provided by Viloop on or through the Platform are provided "as is", "as available" and “with all faults” , and Viloop hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

ii. To the maximum extent permitted by law, Viloop makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; Viloop does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and Viloop makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of Viloop for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.

iii. Under no circumstances will Viloop be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if Viloop has been advised of the possibility of such damages.

i. Under no circumstances shall Viloop be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties.

i. Viloop is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with Viloop or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by Viloop are hereby reserved.

ii. "Viloop" and any other related icons and logos are registered trademarks of HindviTechinfra Private Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

iii. Viloop may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “Viloop” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by Viloop.

iv. All text, graphics, photographs, trademarks, logos, and artwork available or accessible on the Platform are third party user generated content and Viloop has no control over such third-party user generated content as Viloop is merely an intermediary for the purposes of these Terms.

v. You shall be solely responsible for any content or information posted or transmitted on the Platform and shall indemnify Viloop against any claim or liability arising from any content or information posted or transmitted by You on the Platform. Any content or information such as but not limited to images, text, videos posted or transmitted on the Platform shall be licenced to Viloop by the User uploading such content and Viloop shall have the worldwide, fully paid-up, perpetual and transferable licence in such content or information for the purposes of its use on the Platform and for any purposes Viloop deems fit. You shall not be entitled to any payment or compensation for any usage of the content by Viloop.

i. All legal notices or demands to or upon Viloop shall be made in writing and sent to Viloop personally, by courier, certified mail, or facsimile to the following entity and address: Viloop Technology Private Limited, 10/A Circular Road Dalanwala,Dehradun,Uttarakhand-248001, Attn: Legal Department. The notices shall be effective when they are received by Viloop in any of the above-mentioned manner.

ii. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Viloop, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as Viloop may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) Viloop is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon Viloop posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.

i. Unless otherwise communicated to you by Viloop, the Terms (including its sections as may be applicable to the Seller or Buyer) constitute the entire agreement between User and Viloop and govern the User’s use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Platform and any of the Services.

ii. Unless stated otherwise, we will be your one stop solution for all the services (except credit) on the Platform with effect from 00:00 hours on 1st March 2024 (“Cut-Off Date”), and any new transactions on the Platform shall be governed by these Terms. It is clarified that, any transaction made by you on the Platform before the Cut-Off Date shall be governed by your arrangements with the relevant parties (i.e., third party service providers) as existing prior to the Cut Off Date. The erstwhile terms of use are available here.

iii. Viloop and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between you and us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever.

iv. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

v. Viloop’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of Viloop’s right to act with respect to subsequent or similar breaches.

vi. Viloop shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Viloop). User may not assign, in whole or part, the Terms to any third party or person.

vii. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Dehradun,Uttarakhand, India.

i. “Buyer” shall have the meaning as ascribed under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Buyer.

ii. “Consignee” shall mean the Buyer or any person named in the Delivery Note or any of his/her representatives that takes the delivery of Shipment being transported.

iii. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests.

iv. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).

v. “Logistics Services” means the shipping, delivery, including cash on delivery (“COD”) and other allied services provided by us to you pursuant to these Buyer Terms.

vi. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.

vii. “Order Detail(s)” shall mean the details relating to the Order, including without limitation, the description of Products, details of the Seller and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number) etc.

viii. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).

ix. “Shipment(s) / Consignment(s)” means all Products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.

i. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests.

ii. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).

iii. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.

iv. “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by Viloop from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.

v. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).

vi. “Sales and Distribution Support Services” or “S&D Services” shall mean to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by Viloop to support supply chain.

vii. “Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller.

viii. “Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.

ix. “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.

x. “Standard Warehousing Services” shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to Buyer; (d) performing the administrative task of printing invoices for the Seller; (d) other ancillary services as may be mutually agreed between Viloop and the Seller; and/or (e) special access to fulfil Orders from own source.