MeriApp™” or “MeriApp™ application” or “Software” means the software Platform (“Software”) provided by Meriapp Technologies.“Services” or “Service” means the merchant's services provided by Meriapp Technologies, including hosting of the online store, site design, email services, marketing services, domain name registration, and other related services as may be offered from time to time. Software and/or Services provided by MeriApp™ on SAAS (software as service) model. “Content” means the content present on your online store which includes the data present in your database as well as the related files. “Accounts” refers to the customer accounts that are registered on your store. “MeriApp™ License” or “MeriApp™ Application License” has its meaning described in Section 2 of this agreement. “MeriApp™ site” or “MeriApp™ website” refers to the MeriApp™ product website – www.MeriApp.com“Affiliate” means, with respect to each Party, any person or entity directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with a Party. For the purpose of this definition, the expression “Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or owning the largest or controlling percentage of the voting securities of such person/entity or by virtue of any contractual arrangements or otherwise.“Intellectual Startup Rights” means all patents (whether registered or not), trademarks( whether registered or not), copyrights (whether registered or not), design rights, trade secrets, marks or any other intellectual startup rights in Software licensed, granted or assigned by Meriapp Technologies to, or otherwise vested in, Licensee pursuant to the Agreement.1. Eligibility criteria Software licenses and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If you are registering as a business entity, you represent that you have the eligibility to enter into an agreement and the authority to bind the entity to this Agreement. Meriapp Technologies uses many techniques to verify the accuracy of the information you provide when you register on the MeriApp™ Site. If for any reason, Meriapp Technologies, in its sole discretion, believes such information to be incorrect, it reserves the right, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
2.1 licenses The Software provided by Meriapp Technologies and all intellectual startup rights therein are the exclusive startup of Meriapp Technologies.
2.2 Subject to the terms and conditions of this Agreement, Meriapp Technologies grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Meriapp Technologies (“Meriapp Technologies Servers”) through the MeriApp™ Application solely for the purpose of building and maintaining an interactive store hosted by the Meriapp Technologies Servers on which Licensee offer Licensee’s or a third party’s products or services (“Licensee’s Store”).
2.3 The Software and its structure, organization, and source code constitute valuable trade secrets of Meriapp Technologies. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
2.4 ADDITIONAL SOFTWARE AND SERVICES:
Certain additional features that Meriapp Technologies may make available to Licensee may require access to and/or installation of additional software (including third-party software) that is subject to supplemental or independent terms and conditions (“Additional Software”). Similarly, Meriapp Technologies may make available additional services (including third-party services) that are subject to supplemental or independent terms and conditions (“Additional Services”). Such software and services are subject to additional payments as required and are subject to Licensee’s consent to such terms and conditions associated with the use of additional software and services.
3.1 Upon activation of Licensee’s account and subject to the payment of applicable fees, Meriapp Technologies will provide certain hosting, support, and other miscellaneous Services for the Software licensed by Licensee under this Agreement and Licensee’s Store during the term of this Agreement as published on the MeriApp™ Site. Licensee’s Store shall be hosted on a Meriapp Technologies Server on which several merchants may share the resources and network capacity of that Meriapp Technologies Server.
3.2 Store Design And Customization: At Licensee’s request, and subject to Meriapp Technologies’ acceptance of Licensee’s request and Licensee’s payment of applicable fees, Meriapp Technologies will provide or instruct one of its “affiliates” to provide, design, and customization Services for Licensee’s in accordance with Meriapp Technologies then current customization terms and conditions.
3.3 Domain Name Registration:
At the Licensee’s request and subject to your agreement to applicable terms and conditions and the payment of applicable fees, Meriapp Technologies Additional Services may include the acquisition and registration of a second-level domain name (“Domain Name”) for Your Store on Your behalf. You hereby appoint Meriapp Technologies and third parties who provide domain name registration services to Meriapp Technologies as Your agent in the acquisition, registration, and ongoing administration of Domain Names on Your behalf and You authorize Meriapp Technologies and third parties who provide domain name registration services to Meriapp Technologies to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. Meriapp Technologies provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against Meriapp Technologies for any and all damages, losses, claims, or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, Meriapp Technologies reserves the right, in Meriapp Technologies’ sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
3.4 Changes In Services:
Meriapp Technologies reserves the right to change, amend and/or alter the Services provided with equivalent or otherwise equal Services without prior notice to the licensee. Licensee agrees to receive administrative communications from Meriapp Technologies in regards to the Software, Services, Licensee’s account, policy changes, and system updates.
4.1 Licensee will be solely responsible for the development, operation, and maintenance of Licensee’s Store, including the operation of Licensee’s Store, accepting, processing, and fulfilling customer orders generated through Licensee’s Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Licensee’s Store. Licensee agrees that Meriapp Technologies has no obligation to back-up any data related to Licensee’s Store’s operations other than product data, order data, and Customer Data stored in the MeriApp™ system and Licensee should independently take appropriate steps to maintain such data in accordance with Licensee’s needs and requirements.
4.2 Licensee will be solely responsible for creating, managing, editing, reviewing, deleting, and otherwise controlling the content on Licensee’s Store, regardless of whether Meriapp Technologies provides any design or customization Services to Licensee under this Agreement, including all descriptions of the products and services Licensee offer to customers of Licensee’s Store and user-generated content on and related to Licensee’s Store. As a conduit, Meriapp Technologies will give Licensee complete discretion over Licensee’s content provided it is compatible and interoperable with the Software and Services provided by Meriapp Technologies under this Agreement. Licensee retains all rights, title, and interest in and to all intellectual startup rights embodied in Licensee’s content, exclusive of any content provided by Meriapp Technologies. Notwithstanding anything contained in the foregoing, if the Licensee breach any of the covenants in Section 5.1 of this Agreement, Meriapp Technologies is entitled to suspend or terminate Licensee’s Store and/or any access to information or data related to the Licensee’s account and the Software in accordance with Section 12 of this Agreement.
4.3 Licensee acknowledges that by only providing Licensee with the ability to publish and distribute Licensee’s own or third party products, services, or content, Meriapp Technologies and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Meriapp Technologies has no obligation to Licensee or any third party and undertakes no responsibility, to review Licensee’s Store, the products or services listed therein, or any other content, including but not limited to user-generated content, published and/or distributed on Licensee’s Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Meriapp Technologies believes in its sole discretion (as applicable) that Licensee’s Store or any products, services, content, or other materials in the Store or on Meriapp Technologies Servers may create liability, Meriapp Technologies may take any actions with respect to the content or materials.
4.4 Licensee hereby grants Meriapp Technologies and its affiliates an irrevocable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Licensee’s content solely for the purposes provided in this Agreement. Licensee further agrees that Meriapp Technologies has the exclusive right, in its sole discretion, to share or distribute the content provided by Licensee and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with Meriapp Technologies. Meriapp Technologies shall not be held responsible in the event Licensee violates any intellectual startup rights of the other Parties and Licensee shall alone be responsible for such violations. 5. Covenants5.1 COVENANTS BY LICENSEE: Licensee covenant that any products, services, or content published and distributed on Licensee’s Store and Licensee’s related activities shall not violate the Meriapp Technologies Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they: i) Be false, inaccurate, or misleading.
iii) Infringe or misappropriates any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
vii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
viii) involve the transmission of any unsolicited commercial or bulk email (known as “spamming”) and Licensee shall not use Licensee’s account or Licensee’s Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities
xii) Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate Meriapp Technologies’ Prohibited and Restricted Items clauses that are incorporated herein by reference and may be amended from time to time.
Licensee shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation, or guideline for the time being in force or any item mentioned in Meriapp Technologies’ Prohibited and Restricted Items list provided on the website.
Licensee’s failure to comply with the covenants set forth in Section
5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.
Licensee agrees to pay to Meriapp Technologies the Fees in the amount, manner and at the times set out in ANNEXURE A; Licensee is responsible for payment for its own license of MeriApp™ application as well as for the licenses sub-licensed to its merchants.
6.1 Payment Terms:
6.2 Taxes: All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, state or foreign, and Licensee will be responsible for payment of all such taxes (other than taxes based on Meriapp Technologies’ income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement.
Meriapp Technologies, its suppliers, and service providers provide the software, additional software, and services, on an “as is” basis and expressly disclaim any and all express, implied or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement; and warranties arising from a course of dealing, usage or trade practice are excluded. Meriapp Technologies, its suppliers, and service providers do not warrant that the software, additional software, or services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy, and reliability of their services. Licensee acknowledges and agrees that section 7 is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different. MeriApp™ does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
8.1 In no event shall Meriapp Technologies, its suppliers, or service providers, or their officers, directors, employees, contractors, or agents be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Meriapp Technologies’, its suppliers, and service providers, cumulative liability, and the liability of their officers, directors, employees, contractors, and agents to Licensee or any third parties in any circumstances shall be limited to the payment received by Meriapp Technologies for that particular service or month. There is no warranty in respect of the MeriApp™, Software, or Services.
8.2 Meriapp Technologies has made this software /service available to use as a matter of convenience. User agrees and acknowledges that user shall be solely responsible for their conduct and that Meriapp Technologies reserves the right to terminate Licensee’s rights to use the service immediately, notwithstanding penal provisions under the laws enacted by the government of India or any other statutory, legislative or regulatory authority authorized in this regard from time to time.
8.3 In no event shall Meriapp Technologies shall be liable for any direct, indirect, punitive, incidental, special, or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Meriapp Technologies software/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the MeriApp™ software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if Meriapp Technologies or any of its suppliers has been advised of the possibility of damages. Meriapp Technologies does not endorse in any way any advertisers/ contents of advertisers on their web pages. The clause shall survive the termination or expiry of this agreement.
8.4 The material and information provided by Licensee (“content”) under this agreement belong to the Licensee who agrees to grant the rights to share, redistribute, or otherwise use the content to Meriapp Technologies as described in Section 4 of this agreement. Licensee being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual startup infringement by way of the content provided. Meriapp Technologies makes no representations or warranties of any kind express or implied about the completeness, accuracy, and reliability, of the content provided in the content of the information on products, services (information) made available Licensee. Meriapp Technologies and their business partners would not be liable for any intellectual startup infringement or violation of rights of another by use of such contents.
its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities, or expenses and harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Licensee’s breach of the User Agreement or the documents it incorporates by reference or Licensee’s violation of any law or the rights of a third party.
10.4 Licensee understands 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 technical requirements of connecting networks or devices.
12.1 Suspension: At the discretion of Meriapp Technologies and for any reason set forth in this section (Section 12) of this Agreement, Meriapp Technologies may suspend Licensee’s account by deactivating any access by Licensee or by Licensee’s customers to any information contained on the Meriapp Technologies Servers related to Licensee’s account while maintaining the information and data related to Licensee’s account upon the Meriapp Technologies Servers. The suspension shall specifically include the disabling of the Licensee’s Store and/or any access to information or data related to the Licensee’s account. In the event of any such suspension, Licensee will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice, the account may be terminated under Section
12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. The licensee will remain responsible for the payment of any such fees during any such period of suspension.
12.2 Termination: This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Meriapp Technologies (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days of written notice. Licensee may terminate this Agreement upon twenty-four hours’ notice by telephoning Meriapp Technologies’ designated customer support centre. Licensee’s termination request may be recorded by Meriapp Technologies and will require Licensee’s user name and password and verification code. In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and Licensee shall destroy all copies of the Software in Licensee’s possession if any. Upon termination, there will be no refund provided to Licensee except as set forth in the Price Policy and all outstanding fees owed by Licensee shall become immediately due and payable. Termination shall not affect the rights of Meriapp Technologies to recover from Licensee losses, damages, indemnity, defence costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ costs or other costs of any kind under this Agreement.
13.1 This agreement is governed and construed in accordance with the Laws of the Union of India. Licensee hereby irrevocably consents to the exclusive jurisdiction and venue of courts in Jaipur India, in all disputes arising out of or relating to the use of the Meriapp Technologies products/sites/services. Use of the MeriApp™ software services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Licensee agrees to indemnify and hold Meriapp Technologies, subsidiaries, affiliates, officers, and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of Licensee’s use of or conduct on the Meriapp Technologies’s products/sites/services. The licensee agrees that Meriapp Technologies has absolute authority to modify or change the terms and conditions of the agreement without the Licensee’s consent and the modified terms and conditions can be kept on the MeriApp™ website and no separate notice is required to be issued to Licensee.
13.2 Licensee shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding Licensee’s use of the Software, the Services, and Licensee’s listing and sale of products and services on Licensee’s Store.
13.3 Licensee and Meriapp Technologies are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
13.4 Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party in the breach.
13.5 Except as explicitly stated otherwise, any notices Licensee shall be given by postal mail to Meriapp Technologies Private Limited, 48, Cosmo Colony, Amrapali Circle, Vaishali Nagar, or Meriapp Technologies may issue the notice to the email address Licensee provide to us during the registration process (in Licensee’s case). Notice shall be deemed given 24 hours after the email is sent unless the sending party is notified that the email address is invalid. Alternatively, we may give the Licensee notice by certified mail, postage prepaid, and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
13.6 If any dispute arises between Licensee and Meriapp Technologies during Licensee’s use of the software/services or thereafter, in connection with the validity, interpretation, implementation, or alleged breach of any provision of the User Agreement, the dispute shall be referred to a sole Arbitrator appointed by Meriapp Technologies. The place of arbitration shall be Jaipur, India. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. All expenses with respect to the Arbitrator fee and his expenses shall be borne by the Parties equally. All other expenses of Lawyers fees and other expenses shall be borne by the respective parties.
13.7 Licensee acknowledges and agrees that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
13.8 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Meriapp Technologies’ failure to act with respect to a breach by Licensee or others does not waive Meriapp Technologies’ right to act with respect to subsequent or similar breaches.
13.9 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.
13.10 Permission to Use. You may use MeriApp™ for your business requirements only in accordance with the terms and conditions of this Agreement.
13.11 MeriApp™ Clients (You).