Terms and Conditions of Service

The following Terms and Conditions of Service (“Terms and Conditions” or “Terms”) constitute a legally binding contract between Omnivio Retail Technologies Private Limited (“Omnivio”, “we”, “our” or “us”)and you, (“Customer” “you,” “your”). These Terms and Conditions apply to all products and services offered by us. By using Omnivio Services (as defined below) you are agreeing to these Terms, so please take a moment to read it carefully. The Company is into marketing data analytics focused on e-commerce platforms (hereinafter referred to as “Services”).The Services constitute a technology platform that enables cloud-based tool which integrates data from several sources and stores in a database. The data sources are marketing channels, sales data from websites, user behavior data and any other databases of the users. We use a business intelligence tool which generates reports and users use these reports to assess their sales and marketing efforts to make business decisions. We also provide custom analytics to users using data from the integrated database. If an individual is utilizing the Services on behalf of a business entity, it is understood that such usage implies the acceptance of these terms, obligations, representations, warranties, and agreements by the said business. The individual representing the business acknowledges and agrees that the business entity is bound by the terms outlined herein. Therefore, by engaging with the Services on behalf of the business, the individual confirms the business's acceptance of the terms and commits to compliance with the provisions set forth in this Agreement. The Agreement shall begin on the date that Customer begins using Omnivio Services (the “Effective Date”). Omnivio and Customer are each referred to individually as a “Party,” and collectively as “Parties these Terms. Customers seek to acquire from Omnivio the capability to purchase, license, and access specific Services. The objective of these Terms and Conditions is to authorize and enable Customers, along with their Authorized Users, to utilize Services for business-related purposes. We reserve the right to change the Terms and Conditions at any time without notice by posting changes on the Website and Application and you shall be liable to update yourself of such changes, if any, by accessing the changes on the Website or App. You shall, at all times, be responsible for regularly reviewing the Terms and Conditions and note the changes made on the Website and App. Your continued usage of the Services after any change is posted constitutes your acceptance of the amended Terms and Conditions.

1. Definitions

Terms used in this Agreement with initial capital letters shall have the respective meaning set forth in this Section 1 or elsewhere in this Agreement.
Approved Source means a distributor or reseller authorized by Omnivio to distribute or resell the Products.
Application means the application of Omnivio available on apple store and google play store.
Authorized Usersrefer to individuals or entities officially designated and permitted by the Customer, who are authorized to access, use, or interact with Omnivio's Services as outlined in the Agreement. These individuals may include employees, contractors, or affiliates associated with the Customer. The authorization granted to these users is contingent upon compliance with the terms and conditions stipulated in the Agreement. Authorized Users have the legitimate right to engage with Omnivio's technology and services for specified business purposes, as agreed upon by the Parties in the contractual framework.
Claim means any claim, action or proceeding brought by any third party.
Confidential Information means information that is treated as confidential and proprietary by Customer or its affiliates, including the existence and terms of this Agreement, trade secrets, technology and information pertaining to business operations and strategies, process, actual or potential customers, personnel, and other information relating to Customer or its affiliates.
Content means data and information that is owned, licensed or lawfully obtained by you.
Customer Data means any information and data about Customer, Customer’s clients, or other data or information derived or collected by Omnivio on behalf of Customer pursuant to this Agreement, and all data collected via Amazon Seller Central and Amazon Vendor Central, including, without limitation, your Content.
Customer Indemnitees means Customer and their Authorized Users, officers, directors, partners, employees, contractors, and agents.
Fees mean the fees specified in the applicable Order.
Indemnitees means Omnivio, its managers, members, employees, contractors, agents, and representatives.
Order means a document executed by Customer and Omnivio (or Customer and an Approved Source), pursuant to which Customer commits to purchase and Omnivio commits to provide the Products specified in the document pursuant to the terms of this Agreement.
Products mean Omnivio’s products and services, which are related to visibility of entire business and operations for any customer across multiple checkouts and processed.
Third Party Policies mean applicable policies of Amazon.com and/or its affiliates or any other marketplace or shipping partner or warehouse management system or any other platform used, for which you are responsible for reviewing, understanding and complying with.
Website shall mean Omnivio mail website (www.omnivio.io) or any other domains/subdomains of the same.

2. Payments

2.1 Payment Terms.In consideration for Omnivio’s provision of the Products, Customers shall pay the fees specified in the applicable Order (the “Fees”). Payments shall be due and payable thirty (30) days from Customer’s receipt of an invoice from Omnivio. All sums payable under the Terms and Conditions or the Order are due from Customer and must be invoiced to Customer as a condition of payment.
2.2 Invoices. Omnivio shall invoice Customers on a timely basis for all fees arising from or in connection with the Order or these Terms and Conditions. Unless otherwise stated in the applicable Order, Omnivio shall invoice Customer within thirty (30) days following the end of the billing cycle stated in the Order.
2.3 Late payments. Unless otherwise stated in the invoice, if the invoices are not paid within 10 days of receiving the invoice they shall be subject to a 2% (two percent) monthly finance charge. For accounts more than thirty (30) days delinquent, Omnivio may limit or pause Customer’s access to the Products/ Services until payment in full is received.

3. Term and Termination

3.1 Term. The Terms and Conditions will remain in effect until terminated according to the specified termination provisions outlined within these Terms and Conditions. Provisions that naturally endure beyond termination will persist and apply to users even after termination. The term, including any initial and renewal terms, of each Order shall be stated in such Order.In the event of new Orders being placed subsequent to the expiration of a prior Order, the Terms and Conditions shall be reinstated and become applicable to users. This reinstatement will take effect on the date when such a new Order is entered into and mutually accepted by the Parties.
3.2 Termination for convenience. Beginning three (3) years after the Effective Date, either Party may terminate this Agreement without cause upon thirty (30) days’ written notice.
3.3 Termination for breach. Either Party may terminate the Order if the other Party commits a breach that is not cured within ten (10) days after receipt of written notice of breach from the non-breaching Party. If Omnivio terminates this Agreement due to an uncured breach by Customer, Customer shall be obligated to pay any termination fees described in executed Orders. Upon any termination of the Orders pursuant to Section 2.2 or 2.3, the terms of Sections 6 through 8 as well as any terms whose survival is implied shall survive such termination.

4. Terms of Use

By using Omnivio’s Products, you are agreeing to these terms, so please take a moment to read the terms and privacy policy below. If you are using the Products on behalf of a business, that business accepts these terms. Omnivio may stop providing Products to you if you do not comply with these terms.
4.1 Privacy. By utilizing Omnivio's Products, you acknowledge and agree to the terms outlined in Omnivio's privacy policy available at omnivio.io/privacy (“Privacy Policy”). This Privacy Policy elucidates the procedures Omnivio follows in collecting and utilizing your personal information. Your use of the Products implies your consent for Omnivio to handle your data in conformity with the stipulations of the Privacy Policy.
4.2 Lawfully-owned data. You may only use the Products to store, retrieve, query, and serve data and information that is owned, licensed or lawfully obtained by you (your “Content”). As part of the Products, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Products or as allowed by third party terms of service. You may not use such third party software in any way not related to the Products without specific authorization to do so.
4.3 Compliance. You must comply with the current technical documentation applicable to the Products (including the applicable developer guides) as posted by us and updated by us from time to time on the Omnivio website. In addition, if you create technology that works with a Product, you must comply with the current technical documentation applicable to that Product (including the applicable developer guides) as posted by us and updated by us from time to time on the Website.
4.4 Verification of usage. You will provide information or other materials related to your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with these Terms and Conditions. You will reasonably cooperate with us to identify the source of any problem with the Products that we reasonably believe may be attributable to your Content or any end user materials that you control.
4.5 Accuracy of information. You are responsible for ensuring the accuracy, completeness, and non-misleading nature of all information you furnish to us through the Website, particularly information provided during your registration for the Products. It is imperative that the details submitted are truthful and reflective of the current status. Inaccurate, incomplete, or misleading information may lead to consequences, including but not limited to a potential disruption of access to the Products, and may result in the termination of your account or other applicable measures as outlined in the Terms and Conditions.
4.6 Limitations. You agree on behalf of yourself and all Authorized Users, not to (i) modify, prepare derivative works of, or reverse engineer, our Products; (ii) knowingly or negligently use our Products in a way that abuses or disrupts our networks, user accounts, or the Products; (iii) market, or resell the Products to any third party; (iv) use the Products in violation of applicable laws, regulations or third-party terms of use and/or other policies (including, without limitation, applicable policies of Amazon.com and/or its affiliates or other marketplaces or supply chain system (like shipping & warehouse management system), for which you are responsible for reviewing, understanding and complying with, “Third Party Policies”); (v) harvest, collect, or gather user data without their consent or in violation of applicable laws, regulations or Third Party Policies; or (vi) transmit through the Products any material that may infringe the intellectual property, privacy, or other rights of third parties.
4.7 Responsibilities. Except to the extent caused by our breach of these Terms, (a) you are responsible for all activities that occur under your account, regardless of whether or not the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or end users), and (b) we and our affiliates are not responsible for unauthorized access to your account. Account can be created by any user in omni channel space who wants to get visibility of their entire business and operations. You will ensure that your Content and your and end users’ use of your Content or our Products will not violate any Third Party Policies or any applicable law or regulation. You are solely responsible for the development, content, operation, maintenance, and use of your Content.
4.8 Intellectual Property We are the owner or the licensee of all intellectual property rights in the Services, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved with the Company. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights (including applicable copyrights, trademarks, and other proprietary rights) of any kind on the Platform, and our Websites, emails, platforms, mobile sites, Applications, other products and/or services. We are not granting any license to you under any of those intellectual property rights by virtue of these Terms and Conditions. You further acknowledge and agree that we retain ownership and control over the “look and feel” and substance of our tools, widgets, buttons, applications and the like. We reserve all rights that are not explicitly granted to you under these Terms and Conditions. Our trademarks, logos, service marks, images, trade names, designs, page headers, button icons, scripts, and other distinctive branding features constitute our intellectual property and may not be copied, imitated, or used, in whole or in part. You agree not to infringe any intellectual property rights when you use the Platform and that you will indemnify us for any claims which may arise on us in this regard. We have invested substantial time and effort into developing the Platform and it contains our own or licensed intellectual property. You further agree not to breach our intellectual property rights or attempt to reverse-engineer or discover the source code (by any means) of the Platform. You agree that any infringement of these restrictions will cause us irreparable loss. All contents are the exclusive copyright of the Company or its licensors, except any third-party content and link to the third-party website. Any use of the contents to create or compile directly or indirectly, a collection, compilation, database or directory without permission from the Company is prohibited. In addition, the use of contents for any purpose not expressly permitted by the Company in these Terms is strictly prohibited. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You must not use any part of the materials on the Services for commercial purposes without obtaining a license to do so from us or our licensors. If you print off, copy or download any part of the Services in breach of these Terms of Service, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

5. Software License & Intellectual Property

5.1 Intellectual property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trade secrets, and other confidential information, together with all derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all work product, whether tangible or intangible, that are prepared by Omnivio in the course of performing the services outlined in this contract, shall be owned exclusively by Omnivio.
5.2 License grant. Omnivio hereby grants users a non-exclusive, non-sublicensable, and non-transferable license during the term of this contract to use Omnivio’s software solely for user’s business purposes. Users may not make copies of the licensed software for any reason, without express consent from Omnivio. Users shall not use the licensed software for any purposes beyond the scope of this Agreement. Users shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the licensed software or any documentation associated with the licensed software, in whole or in part, (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the licensed software, or (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the licensed software, in whole or in part.
5.3 Customer data. During the term of this Agreement, Omnivio will have access to certain user data, solely for the purpose of providing services outlined in this Agreement. For purposes of this Agreement, “Customer Data” shall mean any information and data about user, user’s clients, or other data or information derived or collected by Omnivio on behalf of users pursuant to this Agreement, and all data collected via Seller Central and Vendor Central on amazon or other marketplaces, including, without limitation, your Content. Users hereby grants Omnivio a limited, non-exclusive, non-transferrable royalty-free right and license, without the right to sublicense, to use the Customer Data, solely for the authorized purposes set forth in this Agreement. Unless otherwise expressly provided in writing, users conveys no other rights in the Customer Data. Omnivio shall not, without the prior written consent of user: (a) access, download, retain, copy, reproduce, create combinations or compilations of the Customer Data; (b) sell, rent, market, sublicense, transfer, disclose, use, share, grant any rights in, or provide access to any Customer Data in any form to third parties; (c) make derivative works of any Customer Data, including in reports, analytics, or other documents; (d) provide, process, transmit, or store any Customer Data in an unsecured form; (e) delete or modify any individual data elements or values within the Customer Data or otherwise aggregate the Customer Data with third-party data in a manner that is not permitted under this Agreement; (f) disclose the Customer Data to any third party in a manner that would readily identify the methods, techniques, expenditures, scope, or scale of the Customer Data; and (g) take any other action that would affect or interfere with user’s ownership or other proprietary rights in and to the Customer Data.

6. Indemnity and Limitation of Liability

6.1 Indemnity by Customer. To the fullest extent of the law, users agrees to indemnify, defend and hold harmless Omnivio, its managers, members, employees, contractors, agents and representatives (the “Indemnitees”) from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising from or relating to any claim, action or proceeding brought by any third party (each, a “Claim”) based upon: (i) a breach of these Terms and Conditions by users, and/or (ii) any negligent act or omission or willful misconduct by users; provided that user shall not be required to indemnify and hold harmless Indemnitees for any such Claim to the extent resulting from the negligent acts or omissions or willful misconduct of Omnivio.
6.2 Mutual Indemnification. In no event shall either party be liable for any indirect, incidental, consequential, special or exemplary damages, including, without limitation, interruption of business, or loss of use, profits, user satisfaction, business opportunity or data, regardless of the form of action (whether in contract, tort or otherwise), regardless of whether such party has been advised of the possibility of such damages. As an essential term of these Terms and Conditions inducing Omnivio to enter into this Agreement, Omnivio’s maximum aggregate liability arising from or related to this Agreement shall not exceed the total amount paid by Customer to Omnivio for the six (6) months preceding the incident giving rise to the cause of action.

7. Confidentiality

Omnivio acknowledges that Omnivio may have access to information that is treated as confidential and proprietary by users or its affiliates, including the existence and terms of these Terms and Conditions, trade secrets, technology and information pertaining to business operations and strategies, process, actual or potential customers, personnel, and other information relating to user or its affiliates (collectively “Confidential Information”). Omnivio agrees to treat all Confidential Information as strictly confidential, to not disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without prior written consent of user in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the services outlined in this Agreement.

8. Miscellaneous

8.1 Authority. Omnivio and users each represent and warrant that (i) they have obtained all necessary approvals, consents, and authorizations to enter into these Terms and to perform and carry out its obligations under these Terms; (ii) the person executing this Agreement on each Party’s behalf has express authority to do so and to bind the Party;
8.2 Entire agreement; amendments; waivers. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral or written agreements concerning the subject matter hereof. The terms of any other documentation, including, without limitation, pre-printed terms on Customer’s purchase orders, shall have no force or effect. These Terms may be amended only by written agreement signed by both parties. No waiver of any provision nor consent to any exception to the terms of these Terms shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided by an authorized representative thereof.
8.3 Assignment. In shall no event user assign these Terms to a third party without the prior written consent of the other party; provided, however, that in the event of a change of control and/or sale of substantially all of the assets of a party to a third party, these Terms may be assigned to such acquiring party.
8.4 Governing law; Venue. These Terms, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of these Terms shall be governed by and construed in accordance with the Laws of the Delhi Court of India applicable to contracts made and performed in such State and without regard to conflicts of law doctrines. The courts in Delhi will have exclusive jurisdiction and venue for any legal proceedings brought under the Terms and Conditions.
8.5 Force Majeure. Except for userr’s payment obligations hereunder, neither party shall be liable to the other party for any delay or failure to fulfill obligations caused by circumstances outside such party’s reasonable control.
8.6 Counterparts; Electronic singatures These Terms may be executed by an exchange of original signatures, facsimile, or electronic image transmission (such as e-mail of a .pdf document or using electronic signature technology, e.g., via DocuSign or similar electronic signature technology), and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8.7 Severability. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the Parties that these Terms shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
8.8 Headings. The headings in the Terms are for convenience and do not form a part of this agreement.
8.9 Third Party Content. We cannot and will not assure that other users are or will be complying with the foregoing rules or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. There may be a number of links on our Website to third party Websites which we believe may be of interest to you. We do not represent the quality of the services provided by such third parties nor do we have any control over the content or availability of such sites. We cannot accept any responsibility for the content of third party Websites or the services that they may provide to you. You acknowledge that when you access a link that leaves the Services, the site you will enter into is not controlled by us and different terms of use and privacy policy may apply. By assessing links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links to and / or from third-party sites to the Services, although we are under no obligation to do so.