These terms of service (“Agreement”) is a legally binding agreement between you, as the user(s) of Shopup (hereinafter referred to as “You”, “Your” or “User”) and Shopfront Limited, a company incorporated under the laws of Bangladesh and having its registered office at 50, Lake Circus, Kalabagan, Dhaka-1205 (hereinafter referred to as “We”, “Our” or “Shopfront”), which governs Your access or use of Shopup (defined below).
ACCORDINGLY, WE DIRECT YOU TO CAREFULLY READ THIS AGREEMENT, AND ALL RELATED POLICIES REFERENCED HEREIN, COLLECTIVELY DEFINED AS THE "CONTRACT", AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
“Confidential Information” means all confidential information disclosed by a party to this Agreement (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, directly or indirectly that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It is clarified that Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was or becomes known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by written records, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
“Intellectual Property Rights” means the patents, copyright, registered designs, trademarks and service marks (whether registered or not), database rights, design rights and other proprietary rights in any jurisdictions that grant similar rights as the foregoing, including those subsisting in inventions, software, source code, object code, applications drawings, performances, software, business names, and in applications for the protection of any of the foregoing.
“Shopup” means the digital marketplace owned and operated by Shopfront, which enables business users to purchase and sell goods to other business users, and comprises all associated web portals, mobile applications and other Services as defined below;
“Services” means the services accessible by users through Shopup
Application and Scope
You understand and acknowledge that Shopfront may, and has the right to, at any time and at its sole discretion, amend the Contract by updating the constituent agreements accessible through the Services, and if an amendment is material, by providing at least 15 (fifteen) days’ notice to you, by any means of communication that Shopfront may choose, prior to the new terms taking effect; Shopfront may determine, at its sole discretion, what constitutes a material amendment. Any usage of the Services post such amendment will indicate your acknowledgement and acceptance the revised Contract.
You must register on the Shopup platform, providing all mandated information and completing all required steps, in order to access the Services, and Shopfront may, at any time and at its sole discretion, imposed additional conditions on your access to and use of the Services.
You understand and acknowledge that if You use the Services or access Shopup through a third-party service, Shopfront shall have no responsibility or liability for such use or access.
You must register an account on the Shopup platform in order to access or avail the Services. A single legal entity may own and operate only 1 (one) account on Shopup, and accordingly You may not create multiple accounts. Any duplicate accounts discovered may lead to termination of your services.
You, along with Your employees, agents, or other personnel, shall not (and shall not instruct or otherwise permit any third party to): (i) decompile, disassemble, reverse engineer or attempt to deconstruct, identify or discover any source code, underlying ideas or other technology, user interface techniques or algorithms of Shopup; (ii) encumber, transfer, distribute, sell, disclose, sublicense, assign, provide, lease, lend, or use for the benefit of any third party, any part of the Shopup platform or its variations; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of Shopup; (iv) attempt to circumvent any user limits, timing or use restrictions that are built into Shopup; (v) use Shopup in the development or marketing of any software, service or other offering that is similar to or competes with any offering or other product of Shopfront; (vi) use any means to access Shopup, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of Shopup or the data therein; (vii) interfere with or disrupt Shopup or related servers or networks; (viii) use the Shopup platform in any harmful or unlawful way. Any such forbidden use shall immediately terminate Your license to Shopup. You understand and agree that the terms of the Permitted Usage Policy shall also bind your usage of the Shopup platform.
By registering on the Shopup platform, You give Shopfront the right to send communications to You for the purposes of customer service, technical support, promoting new products, providing solutions in relation to Shopup, and for general marketing purposes. Further, You consent to Shopfront sharing Your (non-sensitive) account information data with related third parties. Any such information may be shared with related third parties for the necessary use of Shopfront.
Warranties and Disclaimers
You acknowledge and agree that Shopfront is an intermediary under law, and does not represent either You or a third party that you may transact with on the Shopup platform. Accordingly, Shopfront is not liable to You or responsible for the quality, safety, lawfulness or availability of the goods or services offered for sale on the Shopup platform, and does not in any way guarantee the ability to complete a transaction on the Shopup platform.
You acknowledge and understand that Shopfront does not verify the identity of users, or the origin of goods available, on the Shopup platform, and You agree that You assume all risks associated with or arising out of any transaction that you enter into on the Shopup platform, without any liability incumbent on Shopfront.
While the usage of the Shopup platform shall be governed by the Contract, aspects pertaining to the transfer of property and sale of goods or services listed on Shopup shall be governed by individual contractual arrangement entered into between the seller and the buyer, and by applicable law.
Shopup is provided to You on an “as is” basis, without any warranty of any kind. Accordingly, We make no, and disclaim all, warranties, express, statutory, implied or otherwise, including any warranties of: (i) accuracy, completeness, reliability, or timeliness of the information provided through Shopup, (ii) merchantability, fitness for a particular purpose, non-infringement, and non-interference, (iii) freedom from program errors, viruses or any other malicious code with respect to the products and services provided under this Agreement, and (iv) capability, service levels, fail-safes, and guaranteed performance.
We do not warrant, endorse, guarantee or assume responsibility for any product, service or content advertised or offered by a third party through Shopup, or any hyperlinked website, service or content that You may receive knowledge of through Shopup, and We shall not be a party to, liable for or in any way responsible for any usage of or transaction with such third party products or services by You.
Shopfront reserves the right, in its sole discretion and without intimation to You, to remove, modify or reject any content that You upload or display on the Shopup platform, which Shopfront reasonably believes is unlawful, violates the terms of the Contract, or could subject Shopfront or its affiliates to liability, or is otherwise found inappropriate in Shopfront’s opinion.
If You breach any Terms, or if Shopfront has reasonable grounds to believe that You are in breach of any terms of the Contract, Shopfront shall have the right to take such actions as it deems appropriate, including without limitation: (i) suspending or terminating Your account and any and all accounts determined to be related to You on the Shopup platform, in its sole discretion; (ii) restricting, downgrading, suspending or terminating Your subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other content that You may have uploaded or displayed; and (v) any other corrective actions, discipline or penalties as Shopfront may deem necessary or appropriate in its sole discretion.
Notwithstanding anything contained herein, Shopfront may with or without notice and in its sole discretion be entitled to suspend, de-activate, or de-list Your account or suspend any listing, or de-list any or all product listings from the Shopup Platform for any reasons including, without limitation, economic constraints, operational difficulties, financial implications, and user behaviour on the Shopup platform.
In the event Your account becomes inactive on account of no transaction being conducted for a period of 30 days or more, Shopfront reserves the right to delist, deactivate or suspend Your account, without provision of prior notice.
Shopfront reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing, including the disclosure of Your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
Fees for Services
Your usage of Shopup and the Services shall entail such service charges, fees or commissions (“Fees”) that Shopfront may specify to You at the time of registration on the Shopup platform, or at the time of confirmation of an order, or through any mode of communication available to Shopfront. All Fees due from You to Shopfront shall be exclusive of applicable taxes, which you shall be obligated to pay to Shopfront additionally.
The terms of payment shall be as communicated to You by Shopfront on Your vendor panel. Shopfront has the right to request immediate or expedited payments of any amount due from You to Shopfront, at any time during which any amount due remains outstanding. Any such outstanding due requested for immediate or expedited payment shall be payable by You within the next 3(three) business days to Shopfront, failing which, you may be held liable for further imposition and/or fines.
Shopfront may, at its sole discretion, choose to provide You with a credit facility for using the Services. The maximum credit available to You shall be notified to You on Your vendor panel, and the value of such credit shall be determined by Shopfront, and may be withdrawn by Shopfront at any time. Payment against any credit availed must be made within 7 (seven) days of usage of the credit, or within such other timelines as may be conveyed to You by Shopfront.
Your Representations and Obligations
You represent, warrant and agree that (i) You have full power and authority to accept the terms of the Contracts, to grant the license and authorization (if applicable) and to perform the obligations hereunder, and You shall provide any documentary evidence of such authority when requested by Shopfront; (ii) You use the Shopup platform and the Services solely for the business purposes disclosed to us at the time of registration; (iii) the address You provide when registering your account on the Shopup platform is the principal place of business of your business entity; (iv) Your business is validly existing and incorporated / established as per the provisions of applicable laws; (v) You shall comply with all applicable laws while using and accessing the Shopup platform; and (vi) You and products/ services provided by You on the Shopup platform (if any) comply with applicable laws.
You acknowledge that You may be required to provide information or material about Your entity, business or products/services as part of the registration process on the Platform or Your use of any Service or Your account, and You represent, warrant and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Shopup platform or Services is true, accurate, current and complete, and (b) that You will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
You may be required to furnish additional documents or information about products/services that the You may offer for sale on the Shopup platform in order to authenticate that the products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party, and You agree to promptly provide such additional documents and information, failing which Shopfront reserves the right to take appropriate measures as set out herein.
You represent, warrant and agree that (a) You shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any content that You submit, post or display on the Shopup platform; (b) any content that You submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) You have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the content You upload and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
All right, title, interest, and Intellectual Property Rights in and to the Shopup platform, and any changes, derivatives, corrections, developments, bug fixes, enhancements, updates and other modifications, improvements thereto, is the exclusive property of, and vested solely in, Us. Nothing in this Agreement will confer on You any right of ownership or interest in any Shopup Intellectual Property Rights, other than the limited right to use the Shopup platform and the Services, as set forth herein, and You agree and acknowledge that You shall not have any right, interest, title or claim over any aspect of Shopup.
You understand that the Shopup may include programs, software, or code that are licensed under an open source software (“OSS”) license model, or from a third party (“3PL”). Such OSS and 3PL programs, software, and code are subject to the terms, conditions and obligations of their respective licenses with Us, and might entail additional obligations on You due to Your usage of Shopup, which may be communicated to You by Us from time to time, where relevant.
Indemnification and Limitation of Liability
You agree to release and indemnify Shopfront (and its 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 any transaction you enter into on the Shopup platform, or from any content you upload on or any other aspect of Your usage of the Shopup platform, and such indemnity shall also apply to any additional services opted by You that is in any way connected to the Services, whether rendered by Shopfront or any third-party entity.
Notwithstanding anything to the contrary in this agreement, You agree and understand that under no circumstance, shall We be liable to You or any other third party, in any manner, for any (i) lost profits; (ii) loss of business; (iii) loss of goodwill, opportunity, or revenue; or (iv) any indirect, consequential, special, punitive or incidental damages arising out of or related to this Agreement or Your usage of Shopup, whether foreseeable or unforeseeable, including, but not limited to, claims for use of the products, interruption in use or availability of data, stoppage of other work or impairment of other assets, privacy, access to or use of any addresses, executables or files that should have been located or blocked, negligence, breach of contract, tort or otherwise and third party claims, even if advised of the possibility of such damages.
We may terminate this Agreement, and your usage of the Shopup platform and the Services, at any time, without any prior notice to You, at Our sole discretion, for any reason whatsoever. Upon notification of termination, you shall cease all usage of the Shopup platform and the Services.
You may terminate this Agreement by requesting deletion of Your account with Shopup and ceasing to use the Services; provided that You acknowledge and agree that Your obligations set out in Clause 11.7 shall survive any termination of this Agreement.
Governing Law and Jurisdiction
This Agreement and matter connected to this Agreement shall be governed by and interpreted and construed in accordance with the laws of the Bangladesh, without regard to any conflict of law principles that would apply another law.
The parties hereby consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in the Dhaka, Bangladesh for the purposes of adjudicating any matter arising from or in connection with this Agreement.
We will not be responsible for any delay, cessation or failure of the Shopup platform or the Services, where such event is caused by fire, strike, terrorism, embargo, explosion, earthquake, flood, war, water, the elements, labour dispute, government requirements, acts of God, acts or omissions or cessation of public transportation carriers or suppliers, or other causes beyond Our control.
In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect, and enforceable.
You will comply with all applicable laws and regulations of the jurisdiction in which You access or use the Shopup platform or the Services. You shall not use the Shopup platform or the Services for any unlawful purpose.
We shall ensure that the Shopup platform and the Services is compliant with its obligations under applicable data protection legislation or regulations for any information it collects from You.
Each of the parties herein are independent contractors, and neither party is an agent or partner of, or joint ventures with the other party, and neither party will, by virtue of this Agreement, have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
This Agreement is not assignable or transferable by You to any other party without Our prior written consent; any attempt to do so shall render this Agreement void and unenforceable. However, we may transfer this Agreement without seeking Your consent.
The following clauses, together with any other terms necessary for the interpretation or enforcement of this Agreement, will survive termination of this Agreement: Clause 4 (Warranties & Disclaimers), Clause 5 (Fees for Services), Clause 6 (Your Representations and Obligations), Clause 7 (Intellectual Property), Clause 8 (Indemnification and Limitation of Liability), Clause 10 (Governing Law and Jurisdiction), and Clause 11 (Miscellaneous).
The terms of this Agreement, and other constituent agreements and policies of the Contract, may not be modified except in writing by an authorized officer of Shopfront.
All legal notices, complaints, grievances and any other communication should be sent in writing to: email@example.com