Terms and Conditions

TERMS OF SERVICE

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OVERVIEW

This website is operated by Upohar.xyz. Throughout the site, the terms “we”, “us” and “our” refer to Upohar.xyz. Upohar.xyz offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on WordPress with the woo-commerce platform. They provide us with an online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

Here are some of the store policy documents:

1. Click here to read our SHIPPING POLICY
2. Click here to read our Return, refund, and exchange policy
3. Click here to read our PRIVACY POLICY

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 – PRODUCTS OR SERVICES

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

In case of abandoned/unreceived order, it will be brought back to our warehouse or office and it will stay there until further claims. Please note that if any customized order is abandoned or not received by the party involved, it will be considered as an in-house sample and may be used in future displays or demonstrations of products.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 7 – TAKA VOUCHERS

With each purchase, you will earn some points called “Taka Voucher”. You can use those points during your next purchases for a discount. Each point/taka voucher indicates 1 Taka off. The points you earn have an expiry period of 364 days. Our automated system takes care of point allocation and expiry system. It also shows in-store notification before points expiry.
The minimum purchase amount to apply “taka voucher” is 499 taka.
Upohar.xyz reserves the right to reduce any point due to any kind of fraudulent activity, changes in order, or, cancellation.

SECTION 8 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 9 – THIRD-PARTY LINKS

Certain content, products, and services available via our Service may include materials from third parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

SECTION 10 – USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality, or other personal or proprietary rights. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 11 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, click here.

SECTION 12 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 13 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 14 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY AND RETURN/REFUND/EXCHANGE POLICY

You can find in detail about the return, refund and exchange in our return policy page. Please review our Return Policy.

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Upohar.xyz, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 15 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Upohar.xyz and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 16 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 17 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 18 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 19 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Courts of Dhaka, Bangladesh.

SECTION 20 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 21 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at contact@upohar.xyz.

Terms and Conditions for Merchants

(NOT APPLICABLE FOR GENERAL CUSTOMERS)

Welcome to Upohar.xyz, a one-stop online shopping marketplace (hereinafter referred to as “Upohar.xyz”) that enable the Merchant to build online stores through which they can sell their products and/or services online (hereinafter referred to as “the SERVICES”).

This Terms and Conditions for Merchant (hereinafter referred to as “the Agreement”) is between you, the merchant, together with any company or other business entity you are representing, if any (collectively referred as “the Merchant”) and Upohar.xyz(hereinafter referred to as “the COMPANY”).

This Agreement explains the terms and conditions governing the Merchant’s use of the SERVICES, technology and any other content available at the website during the Merchant registration and/or sign-up period.

1. REGISTRATION AND/OR SIGN UP
2. Any person who wants to access the website to sell products and/or services shall accept the terms and conditions of this Agreement and agree to be bound by any amendment hereof.
3. Registration and/or sign up as a merchant in this website shall only be conducted by individuals who can form legally binding contracts under applicable law. In the event, the Merchant is registering as a business entity, the Merchant representing that the Merchant has the authority to bind the entity to this Agreement.
4. The Merchant hereby shall ensure all the information and details that the Merchant has included upon registration are accurate and true, whereby the COMPANY reserves all the rights to forbid the Merchant from accessing the website OR take necessary action as per the COMPANY’s policies and/or terms and conditions if the COMPANY found the Merchant is providing false information OR documents during registration and/or sign up.
5. The COMPANY reserves the right to edit OR limit OR remove contents which the COMPANY finds are against the COMPANY’s policies OR the COMPANY’s may terminate the Merchant’s account if the Merchant don’t comply with the Agreement.
6. The Merchant hereby shall be responsible for the security and confidentiality of the Merchant’s own information.

2. DATA PROTECTION/ PRIVACY POLICY

Introduction

If you are a merchant using Upohar.xyz to power your business, or a Supplier or Retailer, we collect and use your personal information to provide you with the use of our platform and its services, and generally to help you better manage your business and your relationship with your customers. Additionally, please review our overall privacy policy that applies to everyone whose information we process.

What information we collect about you and why

We collect personal information when you sign up for UPOHAR.XYZ, when you use our platform, or when you otherwise provide us information. We may also use third party service providers to help us review accounts for fraud or other concerns. In general we need this information for you to be able to use our platform.

When and why we share your information with others

Running a business is hard, and we work with a variety of companies to help us provide you with a range of services to help you support your business. We sometimes share your personal information with these companies to help us provide you with services.

We also share your personal information with others:

• to prevent or investigate suspected fraud, threats to physical safety, illegal activity, or violations of a contract (like our Terms of Service) or our policies (like our Acceptable Use Policy)
• to help us conduct marketing and advertising
• to comply with legal requirements, or to respond to court orders, or other similar government demands (for more information, please read our Government Access Policy)

Additionally, almost every merchant using the Upohar.xyz.xyz platform also uses non-Upohar.xyz services to support their business (for example, apps from our app store, sales channels, payment gateways, or shipping providers).

Upohar.xyz doesn’t control how these services use your personal information, and you should review any other service you use to make sure it meets your privacy expectations. When you choose to use non-Upohar.xyz services, we tell you what information we will share with that service at your direction, so you can decide whether you want to use the service. You can review what access any app has to your information or your store’s information on the “App Details” page in the Upohar.xyz admin.

Your rights over your information

We believe that you should be able to access and control your own personal information no matter where you live. You can access and correct a lot of your personal information directly through the Upohar.xyz admin. For information you are not able to access or correct directly within the Upohar.xyz admin, please email us at privacy at support@upohar.xyz

Because we need your personal information to provide Upohar.xyz services, we generally keep your personal information while you use Upohar.xyz products or services. If you close your store, you stop paying your subscription fees, or we terminate your account, we retain store information for two years before we begin the personal information purge process. We don’t do this immediately in case you reactivate your account, or if there is a legal complaint or audit relating to your business. If you contact us to request deletion of your store’s information, we will begin the personal information purge process after 90 days, except if we are legally required to retain specific information. If you have questions about this process, please contact our Support team. Please keep in mind that after we anonymize your personal information, we may continue to use non-identifiable information to improve our services.

Finally, we do not and will not “sell” your personal information, as that term is used in California law.

Your customer’s information

In order to power your business, we collect and use personal information about your customers. In general, we only collect and use this personal information as directed by you, and as further described in our Data Processing Addendum. We will never use your customer’s information to independently market or advertise to your customers unless they are also using one of our applications or services directly. We also do not and will not “sell” your customers’ information, as that term is used in  California law.

Because you decide how the personal information of your customers will be used, you need to make sure your customers understand how you (and how we on your behalf) collect and process their personal information. You should do this by, at a minimum, posting a privacy policy on your store that describes the information you collect, how you use it, and who you share it with.

To help get you started with this, you can check out our privacy policy. Also, if you are collecting any “sensitive” personal information from your customers (for example, information about health, race, ethnicity, genetics, biometrics, trade union membership, political opinions, philosophical or religious beliefs, criminal history, or sexual interests), you should get the affirmative, express consent from your customers to use and process this information.

3. COOKIES AND PRIVACY POLICY

What are cookies?

A cookie is a small amount of information that’s downloaded to your computer or device when you visit certain websites. We use a number of different cookies on the Upohar.xyz website, including strictly necessary, performance, advertising, and social media or content cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the website or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor. Read more about cookies (and other similar tracking technologies) and how we use the data collected through these technologies, in our Privacy Policy.

How long will cookies remain on my computer or mobile device?

The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device. See the section below on how to control cookies for more information on removing them before they expire.

4. RESTRICTIONS & PROHIBITIONS
5. The Merchant hereby warrants that the products/or services to be sell in the website shall comply with the Restricted & Prohibited Products and/or Services to be On-Board List which shall forms a part of this Agreement.
6. The COMPANY reserves the right to amend and/or revise the above-mentioned list from time to time.

5. SOFTWARE

Any software provided by the COMPANY to the Merchant as part of the SERVICES is subject to the provisions of this Agreement. The COMPANY reserves all rights to the software not expressly granted by the COMPANY hereunder. Any third-party scripts or code, linked to or referenced from the SERVICES, are licensed to the Merchant by the third parties that own such scripts or code, not by the COMPANY.

6. PRICING
7. The Merchant shall not offer other prices than what has been quoted through the website unless it is for a special case basis such as for the business to business consumer who are buying in bulk according to the COMPANY’s terms and conditions.
8. The Merchant shall not as it please amends or changes the price quoted for certain products and/or services frequently without any proper written justification to the COMPANY.
9. Products and/or services sold at the website are subjected to all taxes, duties and/or levies, and other relevant taxes (Tax) under relevant applicable law and regulations.

7. TERMS OF PAYMENTS
8. The payment made to the Merchant shall be net after deduction of the transaction fee, miscellaneous financial charges (where applicable if any), and Tax (where applicable if any).
9. The Merchant shall submit a request for withdrawal at the minimum rate of 1000 taka or its equivalent to the COMPANY.
10. The COMPANY may process such requests within the range of three (3) to five (5) working days. Upon the COMPANY’s approval, the COMPANY shall notify the bank to release the payment accordingly. The bank’s processing time may be within the range of seven (7) to fourteen (14) working days.

8. INDEMNITY

The Merchant shall fully defend, indemnify and keep the COMPANY and its directors, officers, employees, and agents up to the maximum extent permitted by law against any third-party claim, liability, loss, damage, cost or expense (including legal fees) whether directly or indirectly arising out of or in a connection any claim in relation by the Merchant under this Agreement.

9. INSPECTION
10. The Company reserves the right to a reasonable opportunity to inspect the products and/or services and to ensure the products and/or services comply with the condition and specification of the displayed products and/or services in the website.
11. Upon inspection, the COMPANY reserves the right to reject the products and/or services if the features and details of the provided items contradict with the details displayed in the website.

10. DELIVERY
11. Delivery charges shall be bear by the buyer, whereas the COMPANY shall not be liable to pay any shipping fee.
12. The Merchant shall ship within the stipulated delivery period description after any order has been successfully made.
13. The delivery price will be automatically calculated using the COMPANY’s internal tool depending on the size, weight, distance, and mode of the fulfillment of the products and/or services and will be displayed once the buyer key-ins and/or provided the address for delivery.
14. The Merchant shall promptly update the delivery details including the tracking number on the website in order for the COMPANY to follow up with the buyer on the delivery of the products and/or services ordered.

11. FORCE MAJEURE
12. The COMPANY shall not be liable to the Merchant or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the COMPANY’s obligations if the delay or failure was due to any event or cause beyond the COMPANY’s reasonable control (hereinafter defined as “Force Majeure” events). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:

• Act of God, explosion, flood, tempest, fire or accident;
• War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
• Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
• Import or export regulations or embargoes;
• Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the COMPANY of a third party);
• Health epidemics declared by the World Health Organization (WHO);
• Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and
• Power failure or breakdown in machinery.

1. Upon the occurrence of any of the events set out in clause 9(a), the COMPANY may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in clause 9(a). shall continue for a period exceeding thirty (30) days, the COMPANY may forthwith terminate this Agreement within thirty (30) days upon giving notice in writing to the Merchant.
2. The Merchant shall not be liable for the delayed or total or partial non-fulfillment of its obligations under the Agreement if such delay or non-fulfillment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Merchant from performing its obligations for more than five (5) consecutive days, the COMPANY shall be entitled to terminate the Agreement.

TERMINATION

12.1 The COMPANY has the right to unilaterally and immediately terminate the Agreement without liability for any compensation and damages of whatsoever nature upon the occurrence of any of the following:

• The Merchant committed any breach of any provision of the Agreement and failing to remedy the same within ten (10) days from being so notified;
• The Merchant being in breach of any applicable laws or the COMPANY’s Policies, including but not limited to the Privacy Policy and Suspension Policy;
• The Merchant passing a winding up resolution or a court of competent jurisdiction making an order for the same;
• The issuance of an administrative order in relation to the Merchant or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of the Merchant’s assets;
• The Merchant arranging or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
• The Merchant ceasing or threatening to cease to carry on business; or
• The COMPANY has sufficient evidence to prove that the Merchant received too many negative review and feedback from the buyers and users of the website.

12.2 The Company may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the Merchant.

12.3 Upon termination of the Agreement, the Merchant will notify the COMPANY of all concluded order which have yet to be performed. For the avoidance of doubt, notwithstanding any termination for any reason, the Merchant will remain responsible for the fulfilment of any pending order and the COMPANY will fulfil any pending payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.

CONFIDENTIALITY AND NON-DISCLOSURE

13.1 For purposes of these Agreements, “Confidential Information” means any data or information that is proprietary to the COMPANY, its subsidiaries companies and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

• any marketing strategies, plans, financial information, or projections, operations, sales estimates, and business plans relating to the past, present or future business activities of the COMPANY;
• any past or present performance results, including orders and volumes;
• any plans and strategies for expansion;
• any products or activities, and customer or supplier lists;
• any scientific or technical information, invention, design, process, procedure, formula, improvement, technology, or method;
• any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets; or
• any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable, or constitute a trade secret in order to be designated Confidential Information.

13.2 The Merchant shall not disclose Confidential Information, except with the prior written consent of the COMPANY. The Merchant may only use the Confidential Information for the purpose of performing this Agreement and not for any other purposes. Notwithstanding the foregoing, the Merchant may disclose Confidential Information with prior written notice to the COMPANY for any of the following reasons:

• to comply with the mandatory provisions of applicable laws or the rules of any recognized jurisdiction;
• the information is properly disclosed to the professional advisers, auditors, or bankers of the Merchant, provided that the recipient first agrees not to disclose the information;
• the information is in the public domain, otherwise than as a consequence of a breach by the disclosing party of its obligations hereunder of this confidentiality clause;
• for the purposes of any arbitration or legal proceedings arising from this Agreement; and
• to any governmental and/or competent authority at their request.

13.3 The Merchant shall return and deliver to the COMPANY all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:

• the expiration or termination of this Agreement), whichever is earlier; or
• at such time as the COMPANY may so request.

13.4 The return of such documents must be performed within twelve (12) hours after the occurrence of the events referred to above.

13.5 However, the Merchant may retain such of the COMPANY’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Merchant, with the written consent of the COMPANY may (or in the case of Notes, at the Merchant’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Merchant supervising the destruction.

13.6 No specific warranties are made in relation to the Confidential Information by either Party under these clauses. The Merchant understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the COMPANY.

13.7 The Merchant agrees and undertakes not to disclose any information or details without the COMPANY’s advance written authorization or use for any purpose other than as necessary to perform its obligation under this term and condition and or order for products and services, any of the information and or subject matter that the COMPANY discloses or makes available to the merchant that is of a proprietary or confidential nature, including without limitation, any information or data relating to orders, sales techniques, designs, technology, business plan, pricing, procedures, forms and this terms and related document.

13.8 The Merchant’s rights and obligations under this clause shall survive termination of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

The Merchant represents and warrants to the COMPANY that it is the owner or has lawful rights with respect to the use of intellectual property rights concerning the products and/or services and that it is not aware of any claims made by any third party with regard to any alleged or actual intellectual property right infringement or other claim, demand or action resulting from the content, advertising, publishing, promotion, manufacture, sale, distribution or use of the products and/or services.

LIABILITY

The Merchant hereby agrees that the COMPANY shall not be responsible or liable for any unauthorized access to the website or alteration of the COMPANY’s transmission or data, any threatening, defamatory, obscene, offensive, or illegal content or any infringement of another’s right, including intellectual property right. The COMPANY shall never be held liable for any special, incidental, indirect, or consequential or punitive damages of any kind, or any damages whatsoever, including without limitation those resulting from reliance on the materials presented, costs of products replacement, loss of use, data or profits, delays or business interruptions and any theory of liability, out of or in arising connection with use of, inability or to use this website, whether or not the COMPANY has been advised of the possibility of such damages.

SEVERABILITY

1. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, the invalidity or unenforceability of such provision shall not affect the other provisions in this Agreement, which shall remain in full force and effect.
2. The Parties hereby acknowledge that in entering into this Agreement, it has not relied on any representation or warranty save as expressly set out herein or in any document expressly referred to herein.

CHANGE OF TERMS AND CONDITIONS

The terms and conditions herein can be added and amended by the COMPANY at any time and your choice to continue selling on the website is deemed to constitute your acceptance of the new and/or revised Agreement.

SUBMISSION NOT AMOUNTING TO ACCEPTANCE

You hereby understand and acknowledge that submission of registration and/or sign up to the COMPANY does not guarantee acceptance by the COMPANY and the COMPANY reserves its exclusive right to approve any application submitted by other merchants.

GOVERNING LAWS

This Agreement shall be governed by the laws of Bangladesh and the Parties shall submit to the exclusive jurisdiction of the Bangladeshi courts.

SUCCESSORS BOUND

This Agreement shall be binding upon you and the respective successors in title and permitted assigns.