This Terms of Service (“Agreement”, “Terms and Conditions” or “Terms”) is entered into between you (“Customer” or “You”) and Trade2Online Pvt Ltd, Hyderabad, India, and is made effective on the date of electronic acceptance. Your continued use of the Tenjump site and/or the Services (as defined below) constitutes your acknowledgment and acceptance of these terms.

The terms “we”, “us” or “our” shall refer to Trade2Online Pvt Ltd, The terms “you”, “your” shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

This Agreement comes in to effect when you register for using Tenjump services or signing an application for utilizing services of Tenjump. By registering or signing with Tenjump you signify your absolute and unconditional consent to all the provisions of this agreement in their entirety.

This agreement constitutes a legally binding agreement between Licensee and Trade2Online Pvt Ltd. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to Trade2Online Pvt Ltd.

1. Eligibility Criteria

The Software license 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 in to an agreement and the authority to bind the entity to this Agreement. Trade2Online Pvt Ltd uses many techniques to verify the accuracy of the information you provide when you register on Tenjump Site. If for any reason, Trade2Online Pvt Ltd, 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. General Terms of Service

“Services” or “Service” is the merchant services provided by Trad2Online Pvt. Ltd, 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 Trade2Online on PAAS (platform as service) model.

2.1 Delivery of the Services

The Services will be provided for a quarter from Effective Date. The contract will be deemed as auto renewed until either party terminates this Agreement by giving a written notice at least 90 days prior to cancellation. Any fees that needs to be charged will be on a proportionate basis till the end of contract

Weekdays, Holidays and Working Hours: The Services will be provided from Monday to Friday. The Service Provider teams will work during the IST business hours (10:00am to 6:00pm). The Service Provider team will follow the India public holidays.

Upon activation of Licensee’s account and subject to the payment of applicable fees, Trade2Online Pvt Ltd 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. Licensee’s Store shall be hosted on a Trade2Online Server on which several merchants may share the resources and network capacity of that Trade2Online Server.

Store Design and Customization: At Licensee’s request, and subject to Trade2Online acceptance of Licensee’s request and Licensee’s payment of applicable fees, Trade2Online

Licensee’s in accordance with Trade2Online then current customization terms and conditions.

This Statement of Work Pertains to providing software and services for PAAS (platform as a service) Model.

2.2 Social Media Marketing

• Set up of the account and pages in the platforms.
• Social Media Boosts showcasing activity or promotions in line with the media plan.
• Manage a product and create 5 campaigns for it with 5 line items each or equivalent
• During the tenure of the contract the client can choose the start date for the campaign/s

The Service Provider will provide the Services from its office premises located at Hyderabad (India)

2.3 Exclusions

• Content for website to be provided by the client. Content for eDM and Newsletter will be developed on the skeleton provided by the client. The team will come up with suggestions for the content.
• Platform rental charges for display, email or any other marketing activity
• The costs do not cover photography assignment, models, cost of producing films/ animations, , any paid form of advertising on social media, media buy, Ad server charges
• Image buying charges will be extra at actual
• For all other jobs separate estimates will be raised
• Translation charges will be extra at actual for regional / foreign languages
• In case the volume of work is extensive and beyond the scope of work mentioned above, both parties will review the fees on mutual discussion

2.4. Software Updates

From time to time, Tenjump may update the software associated with a service for many reasons, including but not limited to, fix bugs or problems in previous versions; and/or to enhance functionality or features. Tenjump makes no warranty that such updates will not affect your use of the Services or introduce new but unknown bugs into the software. Further, Tenjump shall not be responsible for the effect an update has on any code not provided by Tenjump and any modifications to such code to restore functionality shall be Customer’s sole responsibility and cost.

Where support is provided by Tenjump, Tenjump will provide technical support for the most recent update or version of the Software associated with a Service. From time to time, Tenjump may provide support for an older version(s), however Tenjump reserves the right to suspend or terminate such support at any time, with or without notice.

2.5 Use of Content

Some of the features of this Site or the Services found on this Site may allow Customer to view, post, publish, share, store or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical or other content, including but not limited to, photos and videos (together with User Submissions, “User Content”). By providing User Content to Tenjump via any method (e.g., site submission, email, survey responses, etc.), You represent and warrant to Tenjump that (i) You have all necessary rights to distribute User Content via this Site or via the Services, either because You are the author of the User Content and have the right to distribute the same, or because You have the appropriate distribution rights, licenses, consents and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) You do not violate the rights of any third-party.

The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.

You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

You acknowledge and agree that:

Your User Submissions are entirely voluntary;

Your User Submissions do not establish a confidential relationship or obligate Tenjump to treat your User Submissions as confidential or secret;

Tenjump has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to You or to anyone else for any intentional or unintentional use of your User Submissions; and

Tenjump may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.

Tenjump shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions provided to Tenjump by any method, and shall be entitled to the unrestricted use and dissemination of any User Submissions provided for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

3. Covenants

Licensee covenant that any products, services, or content published and distributed on Licensee’s Store and Licensee’s related activities shall not violate the Trade2Online Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:

1. i) Be false, inaccurate or misleading.
2. ii) be fraudulent or involve the sale of counterfeit or stolen items

iii)           Infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

1. iv) Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising).
2. v) Be defamatory or libelous or unlawfully threatening or harassing, or advocating or promoting or providing assistance for acts involving violence that may cause significant risk of death or injury, or other unlawful activities.
3. vi) be obscene or contain pornography.

vii)          contain any viruses, Trojan horses, worms, time bombs, cancel bots, 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

1. x) be harmful or potentially harmful to the Trade2Online Server infrastructure as determined in Trade2Online’s sole discretion, including without limitation overloading the Trade2Online technical infrastructure.
2. xi) Create liability for Trade2Online and its subcontractors or expose them to undue risk or otherwise engage in activities that Trade2Online, in its sole discretion, determines to be harmful to Trade2Online’ affiliates, operations, reputation, or goodwill, and

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 ‘ Prohibited and Restricted Items list provided on the website.

Licensee agree to display and adhere to terms of use or other user-type agreement, as well as a privacy policy, governing Licensee’s operation of Licensee’s Store and Licensee’s conduct with Licensee’s Store’s customers.

Licensee’s failure to comply with the covenants set forth of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination.

4. Fees and Payments and Taxes

4.1 You agree to pay Trade2Online Pvt Ltd the fees according to the prices and terms listed on the website.

4.2 Payment Terms: Trade2Online will invoice you upon your agreement to pay for:

1. i) non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to you by or on behalf of Trade2Online Pvt Ltd in the following month, and
2. ii) Transaction fees and all other fees designated in the Fees Policy to be paid in arrears based on the value of goods and services sold through Licensee’s Store during the previous calendar month, in accordance with the invoicing and payment requirements set forth in the Fees Policy.

4.3 Taxes: All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, state or foreign, and you will be responsible for payment of all such taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement.

5. Warranty

Customer specifically acknowledges and agrees that your use of this site and the services found on this site shall be at your own risk and that this site and the services found on this site are provided “as is,” “as available” and “with all faults.” Tenjump, its officers, directors, employees and agents disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Tenjump its officers, directors, employees and agents make no representations or warranties about (i) the ability of the software to perform without limitation or restriction in any given environment, (ii) the accuracy, completeness or content of this site, (iii) the accuracy, completeness or content of any sites linked (through hyperlinks, banner advertising or otherwise) to this site, and/or (iv) the services found at this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, and Tenjump assumes no liability or responsibility for the same.

In addition, you specifically acknowledge and agree that no oral or written information or advice provided by Tenjump, its officers, directors, employees or agents (including without limitation its call center or customer service representatives), whether directly or indirectly, will (i) constitute legal or financial advice or (ii) create a warranty of any kind with respect to this site or the services found at this site. Users should not rely on any such information or advice and you should consult an appropriate professional for specific advice tailored to your situation.

The foregoing disclaimer of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found on this site.

6.Limitation of Liability

Tenjump has no responsibility with respect to customer’s or end user’s use of the services and shall not be liable for consequential, incidental or special damages, including but not limited to, loss of use, business interruptions, loss of profits, lost revenue or punitive or exemplary damages, even if Tenjump is aware of the possibility thereof. In addition, you specifically acknowledge and agree that any cause of action arising out of or related to this site or the services found at this site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found on this site.

7.Indemnity

Licensee agrees to indemnify and hold Trade2Online, 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.

8. Term and Termination

This Agreement shall be effective on the date hereof and shall continue, unless terminated in accordance with terms of this Agreement. Either Party may terminate this Agreement upon written notice from the other Party for convenience that is for any reason or for no reason. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

9.Relationship of the Parties

The Parties acknowledge and agree that the Services performed by  the  Service Provider and its employees or teams shall be as an independent Service Provider and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

10.Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in   relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

11.Miscellaneous

The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights

If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected

Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.

This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure  or  delay  is  caused  by  any  circumstances  beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure  shall  be  entitled  to  terminate  this  Agreement  by notice in writing to the other.

Any disputes which cannot be resolved amicably will be resolved by the courts. Each Party will give serious consideration to a request by the other that any dispute should be referred to mediation.

This Agreement shall be governed and construed by the laws of Republic of India enforceable in the courts of Hyderabad.