Service Agreement

This Service-Level Agreement (this “Agreement“) contains the terms that govern your access to and use of the platform and offerings (as defined below) and is an agreement between HOMIO FURNISHINGS PRIVATE LIMITED (“Homio,” “we,” “us,” or “our”), a Private Limited company, limited by shares, incorporated in India, and you or the entity you represent (‘you’, ‘merchant’, ‘user’). You represent to us that you are lawfully able to enter contracts. If you are entering into this Agreement on behalf of a company or other legal entity (whether as an employee, contractor or otherwise), you represent that, before you accept this Agreement, an authorised representative that has the legal authority to bind that entity has accepted this Agreement, assigned you an account and provided you with the authority to accept the terms of this Agreement.

  1. Use of the Service Offerings

    1. Generally. You may access and use the Service Offerings in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings, including the Service Terms, the Acceptable Use Policy and the other Policies as defined. This also extends to any agreement signed between you and the company, and that agreement will be considered a part of the Customer Level Agreement. In case of any dispute between the Customer Level Agreement and any other service agreement signed between you and the company, the specific agreement signed will have more validity over this agreement.
  1. Your Account. To access the Services, you must create a user account associated with a valid e-mail address and contact details. Unless explicitly permitted by the Service Terms, you may only create one account per email address. You are not authorised to share the login details with anyone and are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorised access to your account. You will contact us immediately if you believe an unauthorised third party may be using your account or if your account information is lost or stolen.
  1. Support. We offer complete support for all the users. We encourage users to use the inbuilt communication channels provided within the platform to facilitate all support. If you need any support, you may get in touch with the support team via means as available through our platform and offerings.
  1. Third-Party Content. Third-Party Content, such as software applications, content, services provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third-Party Content, your use of any Third-Party Content is at your sole risk. We may collect, analyse and store usage data reflecting the amount of time during which each user uses the resources, including Third Party software, on the platform, and may share this usage data with third parties we conduct business with.

  1. Changes

    1. To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.
  1. To the KPIs, algorithms, analytics and reports. We may change, discontinue, or deprecate any services from time to time but will use commercially reasonable efforts to continue supporting the previous version them changed, discontinued, or deprecated for 3 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
  1. We may change, discontinue, or add Customer Level Agreements from time to time. We’ll inform the users prior to any material change that affects them.

  1. Security and Data Privacy

    1. Security. We will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure. However, we are not obliged or responsible, in cases of any security lapses and breach.
  1. Data Privacy. We care about your privacy and ensure best practices to safeguard your privacy interests, as described and in accordance with our Privacy Policy.

  1. Your responsibilities

  1. Your Accounts. Except to the extent caused by our breach of this Agreement,
  1. you are responsible for all activities that occur under your account, regardless of whether the activities are authorised by you or undertaken by you, your employees or a third party (including your contractors, Agents or End Users), and 
  2. you are not authorised to share the login details with anyone. We, and our affiliates, are not responsible for unauthorised access to your account.

 

  1. Your Use. You will ensure that Your usage and your and End Users’ usage of the platform or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of your usage.
  1. Log-In Credentials. Log-in credentials generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person.
  1. End-User Violations. You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take related to this Agreement, your account or use of the Service Offerings. You are responsible for End Users’ use of your account and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings.

  1. Temporary Suspension

  1. Generally. We may suspend your right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
    1. your or an End User’s use of the Service Offerings 
      1. poses a security risk to the Service Offerings or any third party, 
      2. may adversely impact the Service Offerings or the systems or Content of any other customer, or 
      3. may subject us, our affiliates, or any third party to liability.
    2. you are, or any End User is, in breach of this Agreement
  1. Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:
    1. you remain responsible for all fees and charges you incur during the period of suspension; and
    2. you will not be entitled to any service credits under this Agreement for any period of suspension. 
    3. Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement.

  1. Term; Termination

    1. Term. The term of this Agreement will commence on the Effective Date, from the time you create an account and will remain in effect until terminated. 
  1. Termination.
    1. Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.
    2. Termination for Cause.
      1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
      2. By Us. We may also terminate this Agreement immediately upon notice of 30 days to you
        1. for cause, if any act or omission by you or any End User results in a suspension,
        2. if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or
        3. if we believe providing the Services could create a substantial economic or technical burden or material security risk for us,
        4. in order to comply with the law or requests of governmental entities, or
        5. if we determine the use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
  1. Effect of Termination.
    1. Generally. Upon the Termination Date:
      1. all your rights under this Agreement immediately terminate except as defined in this agreement;
      2. you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
    2. For any use of the Services after the Termination Date, the terms of this Agreement and any specific agreement, signed between you and the company, will apply. Any additional post-termination assistance from us is subject to a mutual agreement.

  1. Proprietary Rights

  1. Your Content. Except as provided in this agreement, we obtain no rights under this Agreement from you (or your licensors) to your Content and usage. You consent to our use of your data to provide the Service Offerings to you and any End Users.
  1. Adequate Rights. You represent and warrant to us that you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and
  1. Service Offerings Licence. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the Services solely in accordance with this Agreement. Except as provided, you obtain no rights under this Agreement from us to the Service Offerings, including any related intellectual property rights. Some content and services, including results, analytical reports and data inputs, are provided under an irrevocable, commercial-usage licence for users to use.
  1.  Licence Restrictions. Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to,
    1. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate licence that expressly permits the creation of derivative works),
    2. reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, or
    3. access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas. All licences granted to you in this Agreement are conditional on your continued compliance with this Agreement and any agreement between you and the company, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
  1. Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us with any assistance we require to document, perfect, and maintain our rights in the Suggestions.

  1. Indemnification

  1. General. You will defend, indemnify, and hold harmless us, our affiliates and related parties, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any third party claim concerning:
    1.  your use of the Service Offerings;
    2. breach of this Agreement or violation of applicable law by you;
    3. any negligent or tortious conduct;
    4. Your usage or the combination of Your usage with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your use, development, production, or advertising;

  1. Disclaimers

  1. The service and platform offering is provided “as is”. We make no representation or warranties of any kind, whether express, implied, statutory or otherwise regarding the offerings or content, including any warranty that the service and offer will be uninterrupted, error-free or free of harmful components, including your usage and data, will be secure or not or otherwise lost or damaged. We act as a facilitator and platform to simplify your access to data, analytics and insights on your business, generated from our algorithms and public information available. We do not guarantee any outcome out of your usage of the platform. Except to the extent prohibited by law, we disclaim all warranties, including any implied warranties of merchantability, quality, fitness, non-infringement, and any warranties arising out of any course of dealing with us.

  1. Limitations of Liability

  1. We, our affiliates and any related party will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to loss of profits, data and non-complicit frauds.
  1. We are not responsible for any compensation, reimbursement or damages arising in connection with
    1. Your inability to use the platform or its services, including as a result of any
      1. Termination or suspension of this agreement or your use of or access to the service offerings,
      2. Our discontinuation of any or all of the service and platform offerings, or
      3. Without limiting any obligations under the Customer Level Agreements, any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system failures or other interruptions; OR
    2. Any investments, expenditure or commitments by you in connection with this agreement or your use of or access to the service offerings; OR
    3. Any unauthorised access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data.
    4. We or any of the related parties are not eligible or responsible to be upholded as liable in case of any risk associated/ fraudulent behaviour/ technical failure leading to loss or damage for the user or any related party.

  1. Modifications to the Agreement

  1. We may modify this Agreement (including any Policies) at any time by posting a revised version on the website/ app or any platform we use or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. Any material changes affecting you directly will be notified via an email. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the platform and websites regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

  1. Miscellaneous

  1. Confidentiality and Publicity. You may use our Confidential information only in connection with your use of the Offerings as permitted under this Agreement. You will not disclose any confidential information to any third party without written permission from any executive, not lesser than C-suite, from our organisation. You will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. You will allow us to publish non-confidential details on existing or past relationships including, but not limited to, usage of the Platform and status as an active or past merchant.
  1. Force Majeure. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
  1. Independent Contractors; Non-Exclusive Rights. We and you are independent, and neither party is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right
    1.  to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and
    2. to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
  1. No Third-Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
  1. Notice.
    1. To You. We may provide any notice to you under this Agreement by:
      1. posting a notice on the Platform; or
      2. sending a message to the email address then associated with your account.

Notices we provide by posting on the platform will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.

  1. To Us. To give us notice under this Agreement, you must contact us as follows: by personal delivery, or registered or certified mail to HOMIO FURNISHINGS PRIVATE LIMITED, 93-R, MODEL TOWN, Panipat HR 132103 IN. We may update the address for notices by posting a notice on the offering, platforms or by email. Notices provided by personal delivery will be effective immediately. Notices provided registered or certified mail will be effective three business days after they are sent.
  2. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
  1. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
  1. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
  1. Governing Law; Venue. This agreement and any further communication shall be governed by Indian laws, under the Haryana jurisdiction where our company is registered, as on the date of updating this agreement, exclusively by Indian laws. Any dispute arising in connection with this agreement, or related thereto, whether directly or indirectly, the parties must refer the dispute for resolution firstly by way of negotiation, and in the event of that failing, by the way of mediation and the event of that failing, by the way of arbitration, offered and facilitated by the mediator/ arbitrator appointed by us. A dispute within the meaning of this clause exists once one party notifies the other in writing of the dispute and requires the resolution of the dispute in terms of this clause.
  1. Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. With regards to other policies and agreements, the terms of service and privacy policy will be held as declared and put up on our platform and offerings. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or another document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

  1. Definitions

  1. “Website, Platform, Offerings” means an online platform and any successor or related site or application designated by us.
  1. “Account Information” means information about you that you provide to us in connection with the creation or administration of your account, including but not limited to contact details, details of your business and geographical location.
  1. “Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Services.
  1. “Your content” refers to the details, data and interactions that you provide or transfer to us for processing, storage, or completing any action, in connection with your user account.
  1. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
  1. “Suggestions” means all suggested improvements to the Service Offerings that you provide to us.
  1. “Policies” means the Acceptable Use Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described on the platform, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced.
  1. “Privacy Policy” means the privacy policy currently referenced at the company’s website, as it may be updated by us from time to time.
  1. “Site Terms” means the terms of use located at the company’s website, as they may be updated by us from time to time.
  1. “Service” means each of the web services made available by us or our affiliates, including those web services described in the Service Terms.
  1. “Service Offerings” means the Services (including associated APIs), platform, content,, and any other product or service provided by us under this Agreement. Service Offerings do not include Third Party Content.
  1. “Third Party Content” means Content made available to you by any third party on the platform or in conjunction with the Services.
  1. “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes:
    1. nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
    2. third-party information that we are obligated to keep confidential; and
    3. the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Confidential Information does not include any information that:
      1. is or becomes publicly available without breach of this Agreement;
      2. can be shown by documentation to have been known to you at the time of your receipt from us;
      3. is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or
      4. can be shown by documentation to have been independently developed by you without reference to the Confidential Information.

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