Comprehensive terms and conditions of Shopmatic

With effect from 18 May 2023.

Welcome to Shopmatic!

The following terms and conditions (“Terms of Service”) together with our Privacy Policy (“Privacy Policy”) (collectively, the “Shopmatic Terms”) govern your use of the Platform and/or the Services.

By using the Platform and/or the Services, you agree to be bound by these Shopmatic Terms. The Shopmatic Terms constitute a binding and enforceable legal contract between you and Shopmatic and its Affiliates – so please read them carefully. Some sections of these Shopmatic Terms may not apply to your specific use of the Platform and/or the Services, so if you do not agree to those sections applicable to you, do not access and/or use this Platform or the Services.

Access to and use of password protected and/or secure areas of the Platform and/or use of certain parts of our Services are restricted to Users with active Shopmatic Accounts. You may not obtain or attempt to obtain unauthorised access to such parts of the Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under the applicable laws.

1. Definitions and Interpretation

1.1 Unless otherwise defined, the definitions and provision in respect of interpretation set out in Schedule 1 (“Definitions and Interpretation”) will apply to these Terms of Service.

2. Shopmatic Account

2.1 You must be at least eighteen (18) years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Services.
2.2 If you are below eighteen (18) years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Service and their agreement to take responsibility for: (i) your actions, including for eventual User Content and User Products promoted / offered by you; (ii) any charges associated with your use of any of the Services or purchase of User Products; and (iii) your acceptance and compliance with these Terms of Service. If you do not have consent from your parent(s) or legal guardian(s), you must stop using / accessing this Platform and the Services immediately.
2.3 In order to access and use certain Services, you must sign up and create an Account by providing your valid email address, valid mobile number and any other information indicated as required. As part of the Account activation process, you may be required to verify your email address and/or mobile number. Please note that activation of some parts of the Services may be subject to specific / additional verification processes.
2.4 Subject to Clause 2.5 below, the person signing up and opening an Account will be considered the Account owner and the contracting party with Shopmatic for the purposes of these Terms of Service, and will also be the person authorised to use the Account in connection with the Services.
2.5 If you are opening or operating an Account on behalf of your employer or any other third party, your employer or such third party will be deemed to be the Account owner and you represent and warrant that you have the authority to act on behalf of such employer or third party and bind such employer or third party to these Shopmatic Terms. You hereby confirm that your employer has fully agreed to be bound by these Shopmatic Terms and that any act, agreement or consent by you on the Platform or whilst using the Services shall be deemed to be an act, agreement or consent of your employer.
2.6 You warrant and confirm that all particulars and information (including any Personal Data) provided in the creation of your Account are complete, true and accurate. You shall ensure that such personal particulars and information are kept updated in the User profile.
2.7 You are solely responsible for any activity that occurs on your Account and shall be responsible for maintaining the security and confidentiality of your password to your Account, including the password(s) created when you enable Multi-User functionalities / additional accounts. You must notify us immediately if you have knowledge that or have reasons for suspecting that the confidentiality of your password has been compromised or if there has been any unauthorised use of your Account or any other known Account-related security breach.
2.8 The rights, restrictions and obligations set out in these Shopmatic Terms are equally applicable to you and to any other person you give access to your Account through our Multi-User functionality.
2.9 We shall not be responsible or liable in any way whatsoever for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer / device, it is recommended that you do not save your Account details in your internet browser.
2.10 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact us immediately to disable your Account.
2.11 In the event of a dispute regarding Account ownership, we may temporarily disrupt and/or suspend services until a resolution has been reached between the disputing parties. We reserve the right to determine and/or grant ownership to an Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. We reserve the right to request for any documentation to determine or confirm Account ownership. However, if we cannot make such determination (as we may deem in our sole and absolute discretion), we reserve the right to avoid doing so, without liability to you or to any other party.

3. Privacy

3.1 As part of using the Services (and Third-Party Services we make available through the Platform and/or the Services), Shopmatic, its Affiliates, its Business Partners and/or Third-Party Service providers may require the access to, collection and use of Personal Data pertaining to you and your Buyers (regardless of their creation of a Buyer Account), including the activities or navigation undertaken by you and your Buyers through the Services and/or your Account and/or their Buyer Account(s). You acknowledge and agree that our Privacy Policy and each such Business Partners’ or Third-Party Services’ privacy policy govern such activities.

4. General use of Services and/or access to the Platform

Your Obligations. You undertake and agree to:

4.1 Comply with any and all guidelines, notices, operating rules and instructions pertaining to your use of the Services and/or access to the Platform, as may be amended by us from time to time;
4.2 Be solely and fully responsible for all activities that occur under your Account or Buyer Account, whether or not authorised by you;
4.3 Comply with all applicable laws, including any specific laws applicable to you and your Buyers, your User Products or to the country(ies) you sell your User Products to / from;
4.4 Regularly save and back up any of your User Content and information pertaining to your Buyers, your User Products and any applications or Third-Party Services used by you or pertaining to your access to the Platform.
4.5 Grant us your consent to record all meetings and/or calls between you and Shopmatic or its Affiliates. For this purpose, you hereby confirm that you have obtained the requisite consents from all of your representatives who are involved in such meetings and/or calls. You confirm, agree and accept that such recordings shall be subject to Shopmatic or its Affiliates’ terms of recordings, as may be amended from time to time.

Restricted Activities. You agree and undertake not to:

4.6 Use the Platform or Services for illegal or unauthorised purposes;
4.7 Post, promote or sell through the Platform or Services any Prohibited Products or initiate fraudulent or deceptive communication;
4.8 Post, transmit or display any User Content in a context which may be deemed as scandalous, defamatory, libellous, obscene, profane, harassing, threatening, abusive, racist, offensive, inflammatory, deceptive or fraudulent, encouraging unlawful conduct, or which otherwise violates the rights of Shopmatic, its Affiliates or any third party (including any intellectual property rights privacy rights and/or contractual rights);
4.9 Upload, post or transmit any information, content, or proprietary rights that you do not have a right to transmit;
4.10 Use another User’s Account in any capacity;
4.11 Copy, duplicate, reverse engineer, sell, resell or exploit any portion of the Services or copyrightable materials or any other content on the Platform which is or may be subject to intellectual property rights without the express written permission of Shopmatic;
4.12 Work around, bypass or circumvent any of the technical limitation of the Platform and/or the Services or use any tool to enable features or functionalities that are otherwise disabled;
4.13 Purchase search engine or other pay per click keywords (such as Google AdWords) or domain names that use Shopmatic, its Affiliates or Shopmatic’s or its Affiliates’ trademark and/or variations and misspellings thereof;
4.14 Remove existing Shopmatic or its Affiliates trademarks and logos from the templates offered as part of the Services or in connection with your use of the Platform;
4.15 Impersonate any person or entity or provide false information when using the Platform and/or the Services;
4.16 Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Shopmatic, its Affiliates or any third party endorses you, the activities carried out in your Account, your User Store or your User Products;
4.17 Attempt to gain unauthorised access to any part of the Platform, the server(s) on which the Platform is stored, or any other server, system, computer or database connected to the Platform and the Services;
4.18 Use or upload any software or material that contains, or which you have a reason to suspect that contains malware, viruses, spywares, trojans, worms, ransomwares, other malicious, destructive or corrupting code, agent, program or macros, damaging components, malicious code of harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of the Platform and/or the Services;
4.19 Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Shopmatic’s or its Affiliates’ systems or networks connected to the Services, attack the Platform by means of a denial of service attack, a distributed denial of service attack, spam or otherwise interfere with or disrupt the operation of any of the Services or the servers or networks that host them;
4.20 Act in a manner that may be perceived as damaging to our reputation and goodwill or which brings Shopmatic or its Affiliates into disrepute or harm;
4.21 Abuse or use threatening or vulgar language in verbal or written form (including threats of retribution) towards any of our Users, employees (including external consultants) officers or members; or
4.22 Copy or plagiarise content or material from the Platform or communication channels.
4.23 By breaching the provisions of these Shopmatic Terms you may be committing a criminal offence under the applicable laws. We reserve the right to report such breaches to the relevant authorities, and we will cooperate fully with those authorities by disclosing your Personal Data and/or Account details to them.
4.24 If you breach any of the provisions of these Shopmatic Terms, Clause 11.6 shall apply.

Our Rights. We reserve the right to:

4.25 Monitor, screen and remove any User Store or User Content from the Platform, request that you remove or amend any User Content from your User Store or from the Platform within a stipulated timeframe and/or request that you refrain from promoting and/or transmitting any User Content through your Account. We may (but are not obliged to), in our sole and absolute discretion, investigate any violation of these Shopmatic Terms and take such actions we deem necessary and appropriate;
4.26 Issue a written warning to you, restrict access to, disrupt and/or suspend the Services or Delete your Account / Buyer Account as well as the provision of any related Services or Third-Party Services to you, shut down your User Store, any of which shall be without assigning any reason and at any time;
4.27 Report any activity we suspect to be in violation of any applicable laws to the appropriate authorities and cooperate with such authorities;
4.28 Request any information from you in connection with your use of the Services and/or access to the Platform at any time;
4.29 Provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that your employees and contractors may also be our merchants and that they may compete with you, although they may not use your confidential information in doing so;
4.30 Include any User Content or User Product on Shopmatic World in a category, at our sole and absolute discretion, which may be different to the category, if any, chosen by you or that you understand is relevant for the same User Content or User Product;
4.31 Reject your application for an Account, cancel a subscription of or terminate an existing Account for any reason, in our sole and absolute discretion, without assigning any reason;
4.32 Commence legal proceedings against you and/or any other actions which we deem reasonably appropriate under the circumstances; and
4.33 Take any action as provided in Clause 11.6.

5. User Content and User Products

5.1 Our Layout Templates

To the extent supported by the functionalities available, you may modify Shopmatic’s layout templates to suit your User Store. Not all aspects and sections of Shopmatic layout templates may be edited by you, as we reserve the right to keep some of these aspects / sections locked in order to ensure a proper functioning of the Platform and the Services. We may add or modify the footer that refers to Shopmatic in our sole and absolute discretion at any time and without prior communication to you. You must not copy, duplicate, reverse engineer, sell, resell or exploit any content on the layout templates which is or may be subject to intellectual property rights. We may modify our layout templates in our sole and absolute discretion, notably where we believe there is any element that may be unlawful, offensive, threatening or otherwise objectionable or that violates any person’s intellectual property rights, even if you have received the template in that condition and is using that particular template in your User Store. We may also modify the design to reflect technical changes and updates as required.

5.2 Domain name

If a sub-domain or a custom domain name is obtained through the Platform or by Shopmatic, that sub-domain or custom domain name is owned by Shopmatic Pte. Ltd. and is not transferrable to you, even in the event of a cancellation of your subscription or Deletion of your Account. If you own your custom domain name, you are solely responsible for handling all matters related to your custom domain directly with your domain provider (including but not limited to renewals and payment of the applicable fees). Please refer to our Domain Name Registration Agreement which can be found here.

5.3 User Content

You are responsible for ensuring that the User Content is (and will continue to be) true, current, non-infringing upon any third party rights or any applicable laws, not part of the sample products from the template design, and in no way unlawful for you to possess, post, display or sell in the country in which you or your Buyers reside, or for Shopmatic and/or Buyers to use or possess in connection with the Services. By uploading the User Content, you agree to fully authorise and allow (a) other internet users to view your User Content; (b) Shopmatic or its Affiliates to display and store your User Content; (c) Shopmatic or its Affiliates to review and/or edit your User Content at any time and for any reason, without prior notice to you (even though we have no obligation to do so); and (d) Shopmatic or its Affiliates to showcase your User Content through any of the Shopmatic or Shopmatic Affiliates sites or other channels available.

5.4 Sale of User Products

You are solely responsible for the User Products and fulfilment of any sale transaction that occurs through your Account by any channels available. You are responsible for setting the correct applicable taxes for your User Products. If you have selected your region other than Singapore at the sign-up page on the Platform, you are to be fully responsible to comply with the overseas vendor registration regime which relates to the supply of digital services to buyers in Singapore. You are also the sole responsible for providing all clarifications required by actual and potential buyers of your User Products, including (but not limited to) complete and transparent information regarding specifications, especially those required by regulation in your country, recommended use, ingredients, expiry date, safety and health-related concerns, age restrictions, guarantees and warranties available, applicable charges, fees and other relevant aspects as applicable. We are merely providing a platform for you to manage your sale activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your User Products, and Shopmatic or its Affiliates shall not be responsible nor liable in any way whatsoever for any customer engagement on your behalf / regarding your User Products.

6. Intellectual Property

6.1 Your Intellectual Property

You are responsible for and shall own all intellectual property pertaining to your User Content, including but not limited to any designs, images, fonts, logos, illustrations, photographs, compositions, artworks, interfaces, text or literary, save for those provided under the Other Services whereby such ownership shall be with Shopmatic or its Affiliates in accordance with Clause 20.2. You shall indemnify and hold harmless Shopmatic, its Business Partners and Third-Party Service providers, including their respective employees, directors, officers, investors and partners against all claims, damages, losses, charges, liabilities, costs (including legal costs) and expenses if your User Content infringes the intellectual property rights of any third party. You grant us a worldwide, unlimited, irrevocable and free of charge right to host, use, edit, publish, adapt, export, distribute, expose, modify, run, copy, store, publicly perform, share with or give access to or communicate to the Business Partners and/or public (including by telecommunication), broadcast, reproduce, make available, display, translate and create derivative works of any of your testimonials (in writing, verbally or via recordings), comments and/or feedbacks of our Platform and/or our Services, your Trademark and/or User Content for the purpose of (a) providing our Services to you, (b) identifying and referring, directly or indirectly, to your business and your products and services for marketing or promotional activities and/or (c) collaborating with our Business Partners or providers of Third-Party Services.

You irrevocably waive (a) any moral rights you may have in your testimonials (in writing, verbally or via recordings), comments, feedbacks and/or User Content and/or (b) any right to inspect or approve the finished product, including a written copy or edited video wherein any likeness or the testimonials appear. Any suspension, disruption, deactivation, discontinuance, unpublishing or Deletion of your Account, your User Content and/or your User Store shall not terminate such right or license to us.

You further hold harmless and release the Shopmatic, its Affiliates and its Business Partners from all claims, demands and causes of actions which your heirs, representatives, executors, administrators or any other person acting on your behalf in the respect of any matter arising under this Clause.

6.2 Our Intellectual Property

All rights, title and interest in and to the Services, including any copyrightable materials, are owned by or licensed to Shopmatic Pte. Ltd. Subject to your compliance with these Shopmatic Terms and timely payment of all applicable Fees, we hereby grant you, upon creating your Account and as long as we provide you with our Services, a non-exclusive, non-transferable, non-sub licensable, fully revocable, limited licence to use the Services for the purpose of promoting your User Content and displaying and offering your User Products to Buyers, solely as expressly permitted under the Term of Service within the Services.

6.3 Trademarks

The Trademarks are registered and unregistered trademarks of Shopmatic, its Affiliates, its Business Partners or Third-Party Service providers. Nothing on the Platform or in these Terms of Service shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks displayed on the Platform without our written consent or consent from any other applicable trademark owner.

6.4 You shall not, without our prior written approval:

(a) use any Trademarks in relation to any product, service, merchandise or website;
(b) copy, reproduce, adapt, modify, distribute, publish, post, or otherwise use or exploit any Content on the Platform in any way or for any purpose;
(c) distribute or make any part of the Platform over any other website or any network;
(d) hyperlink or in-link the Platform and/or any Trademarks to any website; or
(e) frame or otherwise incorporate into another website any of the Content or other materials on the Platform.

6.5 Whilst you may use the Trademarks or the Platform in a descriptive manner, you shall not refer to the Trademarks or the Platform in any way to suggest that you are affiliated to or endorsed by Shopmatic, its Affiliates, associates, Business Partners or Third-Party Service providers.

7. Fees and Payment

7.1 In order to use the Services and sell your User Products through your Account, you are required to pay the applicable Fees. Shopmatic will provide notice of such Fees and the payment options then in effect on the Platform. Although we use our best efforts to provide a seamless payment experience, not all payment methods may be available on all channels and/or for all countries. Shopmatic currently offers two (2) pricing models, namely the Transaction Model and the Subscription Model.

7.2 Transaction Model:

7.2.1 Transaction Fees

Under the Transaction Model, Transaction Fees will be charged for every sale made on your Account. Please refer to Schedule 3 for details of the Transaction Fees in place.

7.2.2 Invoicing.

a. Transaction Fees will be billed from the date of your first transaction. Shopmatic will raise an Invoice every seven (7) days covering all transactions carried out during the previous period.
b. Notwithstanding Clause 7.2.2 a., above, for all transactions that are processed using the Stripe payment gateway, we will be deducting the Transaction Fee upfront from your settlement amount.

7.2.3 Upgrading of Account

You may upgrade your Transaction Model Account to the Subscription Model at any time provided that you have fully paid up all Invoices and/or outstanding payments due to us.

7.3 Subscription Model

7.3.1 Subscription Fees

Under the Subscription Model, you are charged a Subscription Fee based on the Subscription Plan that you choose. If you are on the Subscription Model, you will not incur Transaction Fees or hosting fees (unless otherwise indicated). For the avoidance of doubt, the fees charged by Third-Party Service providers such as payment gateways and/or shipping providers will continue to apply according to their respective terms and conditions.

7.3.2 Invoicing

All Subscription Fees are payable in advance, regardless of the Subscription Plan chosen. Shopmatic will raise an Invoice and upon payment of the Subscription Fees you will receive a payment receipt.

7.3.3 Subscription Renewals

In order to ensure that you do not experience any disruption of the Services, your subscription will be automatically renewed on a recurring fees basis (except where explicitly stated otherwise by Shopmatic in writing). Accordingly, where applicable, Shopmatic will attempt to automatically renew the Services for a renewal period equal in time to the original subscription period for such Services, and automatically debit the applicable Fees from your Authorised Payment Source on the subscription renewal date. For example, if your existing Subscription Plan is six (6) months, each subsequent renewal period will be for six (6) months. We may notify you by email prior to the expiry of the then current subscription period to remind you of the upcoming renewal. If we have not received any payment by from you by the Payment Due Date, we will automatically convert your pricing model in your Account into Transaction Model and thereafter you will be charged according to the Transaction Model.

7.4 Shopmatic World Listing

7.4.1 Shopmatic World Listing Fee

You have the option of listing your User Content on Shopmatic World at the fees mentioned in Schedule 3. Unless you have opted for the Subscription Model, you will be required to pay an upfront annual fee upon your qualification to participate in Shopmatic World.

7.4.2 The Shopmatic World Listing Fee will be auto renewed at the end of every twelve (12) months unless you cancel before the next renewal date.

7.5 Custom Domain

7.5.1 Annual Custom Domain Fee

If you have purchased the use of a domain through the Platform, as per the terms and conditions mentioned therein, you will be sent an Invoice. Please refer to the Domain Registration Agreement by clicking here.

7.5.2 The Annual Custom Domain Fee covers the use of the purchased custom domain for a period of twelve (12) months. You may choose to auto renew to pay the Annual Custom Domain Fee at the end of every twelve (12) months, which shall be subject to the prevailing Fees mentioned on the Platform.

7.6 Promotions

From time to time, Shopmatic or its Affiliates may offer any of our Services at discounted prices and/or specific conditions due to promotional campaigns. The terms and conditions of each promotional campaign shall be as determined by Shopmatic or its Affiliates and informed to you. The promotional conditions offered by Shopmatic or its Affiliates are valid for limited time and the standard terms and conditions pertaining our Services, including the Fees, shall apply upon the end of any promotional condition. Shopmatic or its Affiliates reserves the right to suspend any promotional conditions and/or vary the terms of any promotional campaigns in its absolute discretion and at any time.

7.7 General

7.7.1 Payment of Invoice

You agree to pay the outstanding Invoices raised by Shopmatic according to the due date stated in each Invoice (the “Payment Due Date”). By creating an Account, you authorise Shopmatic to auto-debit any outstanding amount from your Authorised Payment Source.

7.7.2 Processing Fees

Shopmatic will charge the Processing Fees for all Invoices outstanding, partially or full, beyond Payment Due Date. Such Processing Fees will be added to the overall total of the next Invoice.

7.7.3 Authorised Payment Source

We will charge applicable Fees to your Authorised Payment Source, and we will continue to charge the Authorised Payment Source (or any alternate payment source) for applicable Fees until the Account is Deleted and/or any and all outstanding Fees have been paid in full. If your Authorised Payment Source is not valid for any reason, you will be required to pay us by using an alternative method. If you do not pay within the stipulated timeframe, we reserve the right to use any means necessary to recover the outstanding amount.

7.7.4 Taxes

Unless otherwise stated, the Fees shown on the Platform are exclusive of Taxes. You shall be responsible for payment of all applicable Taxes relating to your use of the Services or to any payments made by you. Whenever applicable, the Invoices raised by Shopmatic will set out the Taxes applicable to the Fees. All sums payable to Shopmatic shall be paid by you to Shopmatic free and clear of any deductions or withholdings howsoever arising.

7.7.5 Chargebacks

If, at any time, you contact your bank or credit/debit card company and chargeback or otherwise reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations under these Terms of Service and Clause 11.6 shall then be applicableYour use of the Services will not resume until we have received all outstanding amounts in full, including any Fees and expenses incurred by us and/or Third-Party Services for each Chargeback received. We reserve the right to dispute any Chargeback received, including by providing the relevant card company with any information and documentation proving that you did in fact authorise the transaction and make use of the Services.

In the event that a Chargeback occurs, your Account may be blocked without the option to re-use it and any User Content and Buyers’ data, including any domains and Third-Party Services may be subject to cancellation. Your use of your Account, your User Store, the Services and/or the Platform shall not resume until you have paid all applicable Fees in full, including any Fees and expenses incurred by us and/or Third-Party Services for each Chargeback received. This provisions in this Clause shall be without prejudice to any actions which may be taken by us under Clause 11.6.

7.7.6 Auto Debit

By using the Services you agree to allow Shopmatic to debit your Authorised Payment Source for all Fees applicable to your use of the Platform and/or the Services, including but not limited to Subscription Fees, Transaction Fees, Shopmatic World Listing Fee, Annual Custom Domain Fees, Processing Fees and any renewal Fees. If auto-debit capabilities are not available in your country, Shopmatic reserves the right to invoice you and/or use other methods to collect payments from you.

7.7.7 Non-Payment of Invoice

If you do not pay an outstanding Invoice or if we are unable to auto-debit from your Authorised Payment Source for any reason whatsoever by the Payment Due Date, Clause 11.6 shall then be applicable.

7.7.8 Currency

All payments shall be in the currency specified in Shopmatic’s Invoice.

Shopmatic will not provide refunds or rebates for any Subscription Fees, pro-rated or otherwise.

7.7.9 Rebates

Please refer to Schedule 3 for details regarding rebates which are applicable for Transaction Fees.

7.8 Other Fees

The use of certain Services and the Platform will be subject to the payment of other Fees. If you wish to use such Services, you are required to pay all applicable Fees accordingly. Shopmatic reserves the right to vary its pricing models and/or Fees for the Services and the Platform from time to time. Shopmatic will provide information regarding the prevailing Fees or any variations thereto on the Platform.

7.9 Buyer

If you are a Buyer then this Clause 7 shall not be applicable to you.

8. Buyer Account

8.1 You may choose to create/sign-up for a Buyer Account when you visit or purchase from any of the User Store powered by Shopmatic by providing the information required (which may include Personal Data) and creating a password. We collect and use the information you provide when creating a Buyer Account to ensure that you can access such Buyer Account whenever you return to the related User Store and enjoy other functionalities made available from time to time.
8.2 Whether or not you create/sign-up a Buyer Account, we use the information you provide about yourself to provide Users with our Services and enable them to operate their business, fulfil an order and complete a transaction when something is purchased, screen orders for fraud, contact you to share new products and offers, etc. We may also use and share this type of information if we are legally required to do so (e.g., if we receive a legally binding court order or equivalent).
8.3 We do not ourselves offer, market or sell any User Product and we are not a party of any contract or transaction between yourself and a merchant. Therefore, Shopmatic or its Affiliates is not responsible or liable for ensuring that a Buyer or merchant will honour their contractual obligations and shall not be responsible for mediating / facilitating eventual interactions between a Buyer and a merchant.
8.4 The Buyer shall further agree and accept any of the User Store’s terms and conditions whilst browsing or purchasing any User Product. In the event of Clause 11.1, Clause 11.2 or Clause 11.6, your Buyer Account may be similarly blocked, suspended, disrupted, deactivated, discontinued, unpublished and/or Deleted by us without prior notice.
8.5 Certain references to “you” in these Shopmatic terms shall be duly adjusted accordingly in order to preserve the meaning and intent of each clause, and in certain context of each clause, “you” may refer to the merchant of the User Product.

9. Third-Party Services

9.1 We may from time to time enable you to engage with or provide you with access to Third-Party Services.
9.2 Your purchase, access, integration with or use of any such Third-Party Services is solely between you and the applicable Third-Party Services provider. Any use by you of the Third-Party Services offered through the Platform or the Services is entirely at your own risk and discretion and will be subject to the terms applicable to such Third-Party Services, which you agree to be bound by. You acknowledge and agree that Shopmatic or its Affiliates has no control over Third-Party Services’ terms and conditions (including pricing policies), products / services, and that Third-Party Service providers may at their sole and absolute discretion alter any of such terms and conditions while you use the respective Third-Party Services.
9.3 Any account(s) you open with the Third-Party Service providers must be maintained by you and it is your responsibility to close them if you no longer use such Third-Party Services. Certain Third-Party Service providers may keep your account active even after you cancel, deactivate or Delete your Account, so we recommend that you check if there is any additional action required from you in order to cancel such additional Third-Party Services’ accounts.
9.4 If any disputes or queries arise in respect of Third-Party Services, such disputes must be resolved directly with the relevant Third-Party Service provider.
9.5 If you enable Third-Party Services in connection with your use of the Services, you grant us permission to allow the applicable Third-Party Services’ provider to access your data (including Personal Data) and to take any other actions as required in order to provide the Third-Party Services and the Services. Any exchange of data or interaction between you and the Third-Party Services provider is solely between you and such Third-Party Services provider. Shopmatic and its Affiliates is not responsible or liable for any disclosure, modification or Deletion of your Buyers’ data or User Content, or for any corresponding losses or damages you may suffer as a result of access by a Third-Party Services provider to your Buyers’ data or User Content.
9.6 You acknowledge and agree that Shopmatic and its Affiliates has no control over Third-Party Services and is not responsible or liable in any way whatsoever to you for such Third-Party Services. The availability of Third-Party Services through our Platform and/or Services or the integration or enabling of the Third-Party Services does not constitute or imply endorsement, authorisation, sponsorship or affiliation by or with Shopmatic and its Affiliates. We recommend that you seek proper advice before using or relying on Third-Party Services to ensure they will meet your needs and expectations.
9.7 You further acknowledge and agree that Shopmatic or its Affiliates may be paid fee, revenue share and/or commission by certain Third-Party Service providers in connection with the services provided to you by such Third-Party Service providers.

10. Changes to the Services and Fees

10.1 Fees for using the Services are subject to change upon thirty (30) days’ prior notice from Shopmatic. Such notice will be provided to you in accordance with the Notices provision (Clause 13).
10.2 We reserve the right to at any time modify, suspend, disrupt or discontinue the Platform and/or the Services (or any features thereof) without prior notice to you. We shall not be responsible or liable in any way whatsoever to you or any third party for any modification, Fee change, suspension, disruption and/or disruption of the Platform and/or the Services.

11. Breach, Account Conversion, Cancellation and Deletion

Subscription Model:

11.1 Account Conversion / Cancellation of Subscription by You

If you decide not to continue with a Subscription Plan, your Subscription Model Account shall be converted into a Transaction Model Account at the end of the respective subscription cycle. This will happen if you decide (a) not to renew your Subscription Plan then in force when up for renewal; (b) not to choose one of the other Subscription Plans available when your current Subscription Plan is up for renewal; or (c) to cancel your Subscription. You may cancel your Subscription and convert your existing Subscription Model Account into a Transaction Model Account at any time on the Platform.

11.2 Account Deletion

You may Delete your Account by clicking the ‘Delete Account’ button on the Platform. All outstanding Fees must be fully settled by you prior to Deletion.

11.3 Upon non-renewal of a Subscription or cancellation of a Subscription and/or Service by either party for any reason:

(a) Your Subscription Model Account shall be converted into a Transaction Model Account;
(b) You will not be entitled to any refunds or rebates of any Fees, pro rata or otherwise; and
(c) Your automatically renewed subscriptions will be discontinued upon the expiration of the then-current subscription period for which you have already made payment.

Transaction Model:

11.4 Account Deletion

You may Delete your Account by clicking the ‘Delete Account’ button on the Platform. All outstanding Fees must be fully settled by you prior to Deletion. For the avoidance of doubt, any Account deletion will not delete any other account(s) that you may have created for any Third-Party Services. You shall separately check with the Third-Party Services provider on the process for the deletion of such account(s).

11.5 Cancellation of other Services

You may cancel other Shopmatic Services, such as Shopmatic World listing or Custom Domain renewal by clicking the ‘cancel’ button or writing in to Shopmatic with your request.
Breach:

11.6 Actions by Us

Failure to comply with any of these Shopmatic Terms (including payment of outstanding Fees and any breach of any undertaking not to sell any Prohibited Products) shall entitle Shopmatic or its Affiliates, at its sole and absolute discretion, to immediately (a) issue a written warning to you, (b) block, suspend, disrupt, deactivate, discontinue, unpublish and/or Delete your Account, your Buyer Account, your User Store, your User Content, Buyers’ data, the Services as well as the provision of any related Services or Third-Party Services to you, (c) restrict your access to your Account, your Buyer Account, your User Store and/or the Services, (d) commence legal proceedings against you and/or (e) take any other actions which we deem reasonably appropriate under the circumstances. Shopmatic and its Affiliates shall not be responsible or liable in any way whatsoever to you for any actions taken by Shopmatic or its Affiliates pursuant to this Clause. For the avoidance of doubt, actions taken by Shopmatic or its Affiliates pursuant to this Clause shall not prejudice our rights against you for any breach of these Shopmatic Terms, for any amounts due or other obligations accrued prior to such actions being taken by Shopmatic or its Affiliates pursuant to this Clause.
We shall not be responsible or liable in any way whatsoever to you or any third party for any actions or non-actions taken by us pursuant to this Clause.

11.7 General terms of all cancellations or Deletions of Account

(a) Any outstanding Fees as at the effective date of such Deletion shall immediately become due and payable in full.
(b) If a sub-domain or custom domain name was obtained through or by Shopmatic, that custom or sub-domain name shall not be transferred to you and shall no longer be automatically renewed.
(c) If your User Content was listed on Shopmatic World, the listing shall be immediately disconnected.
(d) Your User Content, Buyers’ data or other usage data may be Deleted from the Platform and/or Shopmatic servers and systems after seven (7) days.
(e) Your User Store shall be immediately unpublished.
(f) Your access to or integration with Third-Party Services made available through the Platform or your Account shall be impacted and may be terminated.
(g) Any preferential rates you receive in respect of the Third-Party Services shall immediately cease.

12. Discussion Forums and Other Social Interactions

12.1 Shopmatic and its Affiliates makes no representations or warranties with respect to any forums, blogs, private messages, emails or other electronic discussion mediums made available through or in connection with the Services social media or other channels used or made available by Shopmatic or its Affiliates from time to time (collectively, the “Discussion Areas”) or with respect to any information or materials contained in the Discussion Areas. Your use of, or reliance upon, any such information or materials is at your sole risk.

12.2 All information, content or materials you post to a Discussion Area must comply with these Shopmatic Terms. Shopmatic and its Affiliates have no obligation to monitor the Discussion Areas, but may do so at its sole and absolute discretion and may Delete, move or edit any information, content or material posted by you in the Discussion Areas.

12.3 You grant us a worldwide, unlimited, irrevocable and free of charge right to host, use, edit, publish, adapt, export, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, translate and create derivative works of any of your discussions, messages, emails, videos, clips, testimonials (in writing, verbally or via recordings), comments and/or feedbacks made on the Discussion Areas for us to use for any purpose as we deem fit. You irrevocably waive any moral rights you may have in such discussions, messages, emails, videos, clips, testimonials (in writing, verbally or via recordings), comments and/or feedbacks.

13. Notices

13.1 Notices from us

We may provide you with notices in any of the following methods: (a) via the Platform, including by banners or pop-ups posted on the Platform, in your Account or elsewhere; (b) by email, sent to the email address you provided to us; and (c) through any other means, including any phone number or mailing address you provided to us. All of Shopmatic’s notice to you shall be deemed delivered and received by you and shall be effective within twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in such notice.

13.2 Notices from you

You may only give notice to us in writing sent to our designated email address and we shall be deemed to delivered and received by us upon our receipt during our business days and business hours. Any notice sent after our business days or business hours shall only be deemed delivered and received on our next business day.

Notices to Shopmatic must be sent exclusively to shopsupport@goshopmatic.com

14. Disclaimer of Warranties

14.1 No representations or warranties

The Platform and the Services are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform and the Services are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality or fitness for a particular purpose are given in conjunction with the Platform and the Services. Without prejudice to the generality of the foregoing, we do not represent or warrant:
(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform or the Services;
(b) that the Platform or the Services will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
(c) that the Platform or the Services are error free or free from bugs, computer viruses, trojans, worms, ransomwares, malwares, spywares or other malicious, destructive or corrupting code, agent, program or macros. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks;
(d) the security of any information transmitted by you or to you through the Platform or the Services; and/or
(e) that the Platform or the Services will meet your business needs and/or expectations.

15. Reporting of Copyright Infringement

15.1 If any one believes that any User has copied or otherwise used their work in a way that constitutes a copyright infringement, please contact us on ShopSupport.

15.2 Upon receiving such a notice, we may remove or disable access to the allegedly infringing User Content. Once provided with a notice of takedown, you may reply with a counter notification to object to the complaint. The original complainant has fourteen (14) days after we receive a counter notification to seek a court order restraining the User from engaging in the infringing activities, otherwise we may (but is not obliged to) restore the relevant User Content.

15.3 We shall not be responsible or liable in any way whatsoever to you, the original complainant or any third party for any actions or non-actions taken by us pursuant to this Clause.

16. Limitation of Liability

16.1 Shopmatic, its Affiliates, its respective officers, directors, employees and agents shall not be responsible or liable in any way whatsoever to you, any Buyer, Third-Party Services providers and/or any other party for any claims, demands, actions, fines, damages, compensation or losses including but not limited to loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; direct, indirect, incidental, special, punitive, exemplary or consequential losses or damages howsoever arising in any way whatsoever or even if Shopmatic or its Affiliates has been advised of the possibility of such loss or damage, including any losses or damages resulting from (1) any access, use or inability to use the Platform or the Services; (2) errors, mistakes or inaccuracies of or in any content (including User Content) made available through the Platform and/or through the Services; (3) any unauthorised access to or use of our servers and/or any Personal Data and/or other information stored herein; (4) any interruption or cessation of transmission to or from the Services; or (5) your use of any domains, Third-Party Services or use of or access / integration to any other website linked to the Platform.

16.2 Shopmatic and its Affiliates shall not be responsible or liable for any suspension, disruption or non-availability of the Platform or the Services howsoever arising including but not limited due to causes beyond our control, Internet Service Provider (“ISP”) equipment failure, host or server equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

17. Indemnity

17.1 You agree to defend, indemnify and hold harmless Shopmatic, its Affiliates, its Business Partners, its respective officers, directors, shareholders, employees, affiliates and agents from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including attorney fees) howsoever arising from (a) your breach of these Shopmatic Terms; (b) your breach of any third-party right, including any copyright, property, or privacy right, resulting from your use of the Services or Platform; and/or (c) any other type of claim discussing alleged damages caused by you as a result of your use of the Services or Platform, including (without limitation) damages allegedly caused by your User Products and/or User Content to a third party.

17.2 In addition, Shopmatic or its Affiliates may use whatever information that is available about you to stop any such breach of the Shopmatic Terms, any unlawful or inappropriate use of the Platform and Services, including informing any third party as we deem appropriate at our sole and absolute discretion of such breach or use and/or disclosing your Personal Data to any such third party.

18. General

18.1 Amendments

You acknowledge and agree that we may, in our sole discretion, amend the Shopmatic Terms at any time by posting the relevant amended and restated Shopmatic Terms on the Platform and such amendments to the Shopmatic Terms shall be effective as of the date of posting or on such date as set out in such posting. You should check these Shopmatic Terms periodically for, and read carefully, any such amended and restated Shopmatic Terms. In the event of any conflict between the current version of these Shopmatic Terms and any previous version(s), the provisions that are current and in effect shall prevail unless it is expressly stated otherwise. Your continued use of the Platform and/or Services after such date constitutes your unrestricted and absolute agreement to, and acceptance of, the amended and restated Shopmatic Terms. If you do not agree to any changes to the amended and restated Shopmatic Terms, you must stop accessing or using the Platform and the Services.

18.2 Acknowledgement of Acceptance

By clicking “Accept”, “Agree”, “Submit”, “Sign up” or “Continue” or taking any other action signifying your assent when prompted in relation to the Services or any transaction on the Platform, you shall be deemed to have read, understood and agreed to these Shopmatic Terms and such other terms and conditions of such Services or, and such act of clicking “Accept”, “Agree”, “Submit”, “Sign up” or “Continue” or taking any other action signifying your assent shall also constitute an acceptance in accordance with (a) if you are contracting with Shopmatic Singaporean entity, the Electronic Transactions Act 2010 (b) if you are contracting with a Shopmatic Indian entity, the Information Technology Act 2000.

18.3 Governing Law

Use of the Platform and/or the Services and these Shopmatic Terms will be governed by and construed in accordance with (a) if you are contracting with a Shopmatic Singaporean entity, the laws of Singapore and you hereby submit to the exclusive jurisdiction of the Singapore courts or (b) if you are contracting with a Shopmatic Indian entity, laws of India and you hereby submit to the exclusive jurisdiction of the Bangalore, India courts. The United National Convention on Contracts for the International Sale of Goods shall not apply to these Shopmatic Terms and is hereby expressly excluded.

18.4 Entire Agreement

These Shopmatic Terms constitute the entire agreement between you and Shopmatic and govern your use of the Platform and the Services, superseding any prior understandings, communications and agreements between you and Shopmatic (including but not limited to, any prior versions of these Shopmatic Terms).

18.5 No waiver

No waiver of any breach or default of any provisions of these Shopmatic Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

18.6 Severability

If any provision of these Shopmatic Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and shall not affect the validity and enforceability of the remain provisions of these Shopmatic Terms.

18.7 Sub-contracting and delegation

We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

18.8 Binding and conclusive

You acknowledge and agree that any data or records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and/or Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you.

18.9 Assignment

You may not assign your rights, benefits, obligations or liabilities under these Shopmatic Terms without our prior written consent, which Shopmatic may refuse in its sole and absolute discretion. Any attempt by you to assign your rights, benefits, obligations or liabilities under these Shopmatic Terms without Shopmatic’s prior written consent shall be null and void. We may assign our rights, benefits, obligations or liabilities under these Shopmatic Terms to any third party.

18.10 Third-Party Rights

A person who is not a party to these Shopmatic Terms shall not have or acquire any right to enforce any terms or conditions of these Shopmatic Terms (including, but not limited to, any right to enforce or have the benefit of any exclusion or limitation of liability contained in these Shopmatic Terms) under any laws relating to rights of third parties in particular, if you are contracting with a Shopmatic Singaporean entity, the Contract (Right of Third Parties) Act 2001. This Clause shall override any other provision in these Shopmatic Terms that is or may be inconsistent with it.

18.11 Force Majeure

We will not be responsible or liable in any way whatsoever to you or any third party for any failure by us to perform our obligations under the Terms of Service in the event that such non-performance arises as a result of the occurrence of an event beyond our control, including an act of war or terrorism, natural disaster, failure of electricity supply, pandemic, riot, civil commotion, riot, labour disputes of whatsoever nature, fire, governmental act, act of God or other event of force majeure.

19. Shopmatic World

19.1 Proprietary Aggregation Platform

Shopmatic World is an online aggregation platform where we curate and showcase, according to certain criteria and at our sole and absolute discretion, User Content and User Products in a suited category.

19.2 Listing

The eligibility of merchants listing on Shopmatic World rests solely with Shopmatic. Your User Store, User Products and User Content may be eligible for Shopmatic World listing if they satisfy the applicable terms and conditions, which includes but is not limited to having a Subscription Model Account with Shopmatic and/or paying the Shopmatic World Listing Fee.

19.3 Buyers

If you access Shopmatic World as a Buyer, you may be directed to the relevant User Products and User Content when you click on any product displayed on the webpages of Shopmatic World. You acknowledge, confirm and agree that the merchant is solely responsible for the fulfilment of any order placed by you and for the User Product including but not limited to the quality, current specifications, delivery conditions and validity of such User Products. We do not ourselves offer, market or sell any User Product and we are not a party of any contract or transaction between yourself and a merchant. Therefore, Shopmatic and its Affiliates are not responsible or liable for ensuring that a Buyer or merchant will honour their contractual obligations and shall not be responsible for mediating / facilitating eventual interactions between a Buyer and a merchant.

19.4 Shopmatic World User

If you are a Shopmatic World User, you acknowledge, confirm and agree that we reserve the exclusive right to include any User Product or User Content and decide its categorization on Shopmatic World at our sole and absolute discretion. You further acknowledge, confirm and agree that your User Products may be listed with other competing User Products.

19.5 Use of Shopmatic World

You acknowledge, confirm and agree that Shopmatic or its Affiliates in its sole and absolute discretion may remove your User Store, User Content and User Product from the listing if it breaches the applicable terms and conditions, these Shopmatic Terms, our guidelines and/or any applicable laws. In such event, we shall not provide a refund or rebate, pro-rated or otherwise.

20. Other Services

20.1 This Clause sets out the specific terms and conditions which are applicable for the Other Services.

20.2 Clause 6.2 of these Shopmatic shall not apply for the Other Services. All intellectual property rights arising out of the Other Services belong exclusively to Shopmatic, which includes, without limitation, information such as photographs, product images, copywriting, content writing, intellectual and similar intangible property rights, whether or not patent-able or copyright-able (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage) (collectively, “Intellectual Property”). Further, the Parties acknowledge and agree that such rights shall automatically rest with Shopmatic immediately upon its formation and that you shall not have any rights over such Intellectual Property rights in any way whatsoever.

20.3 The Fees as set out in Clauses 7 and 23 shall not be applicable for the Other Services. For Other Services under the “Pro Concierge Package”, you hereby confirm that you shall submit the necessary application and documents to the relevant authority in order to apply for the applicable grant from the authority. All fees due under the Other Services shall be as set out in the relevant Other Services as selected by you. Payment for all fees for the Other Services must be made in full prior to our commencement of the Other Services. You shall not be entitled to request for any refund of the fees paid to Shopmatic for any early termination or termination of the Other Services. All payments shall be made free, clear of and without deduction for or on account of all taxes, duties, levies or withholdings and without any set-off or counterclaim. You hereby agree that all applicable taxes, duties, levies and other similar charges (and any related interest and penalties) shall be borne exclusively by you.

20.4 The Other Services shall be deemed completed upon expiry of the respective duration as set out in the description of the Other Services. No suspension of the Other Services shall be permitted, unless approved by us.

20.5 The Other Services shall be provided with care and skill and Shopmatic shall use reasonable efforts to satisfy the applicable service levels shall be according to Shopmatic’s internal policies applicable to the Other Services, as amended from time to time (“Service Levels”). Shopmatic does not warrant and does not provide any guarantee whatsoever that the Other Services offered will be uninterrupted, error free, successful or result in a desired deliverable to you.

20.6 You accept and confirm that Shopmatic accepts no responsibility for any issues arising from the services offered by Third-Party Services and/or the marketplaces. Shopmatic shall not be responsible or liable in any way whatsoever for any breach by you of any terms and conditions of such Third-Party Services and the marketplaces where Shopmatic is providing the Other Services

20.7 You shall provide sufficient and accurate information, records, access and other materials as Shopmatic may require to facilitate, enable and/or provide the Other Services including but not limited to providing such information, records access and other materials in order for Shopmatic to complete the integration for the Platform access.

20.8 You shall:

(a) to the extent applicable and subject to its internal safety and confidentiality policies, make available its working space and facilities as Shopmatic considers necessary to provide the Other Services; and

(b) cooperate with Shopmatic to schedule business discussions, conference calls, meetings, feedback sessions and whatever else necessary for Shopmatic to successfully provide the Other Services.

20.9 You shall also cooperate with Shopmatic to produce and deliver in a timely fashion, as may be requested by Shopmatic from time to time, business reviews, receipts, certificates, reports, acceptance tests and similar documents in order to verify the satisfactoriness and completion of the Other Services and/or compliance with the applicable legal requirements. You acknowledge and agree that such documentation shall not be unreasonably delayed or withheld as it is of utmost importance for Shopmatic’s internal affairs, compliance requirements and helps Shopmatic improve the services offered to its customers.

20.10 You acknowledge and agree that any delay in your cooperation with Shopmatic and the quality and/or completeness of the information furnished to Shopmatic in a timely manner may impact the quality of the Other Services.

21. SCHEDULE 1 - DEFINITIONS AND INTERPRETATIONS

1. Definitions

1.1 “Account” or “Shopmatic Account”

means the account(s) created by Users on the Platform for the purpose of using all or some of the Services offered by Shopmatic or its Affiliates (as elected by such Users) according to these Shopmatic Terms.

1.2 “Affiliate”

means a company that is a direct or indirect parent company, indirect shareholder, subsidiary of Shopmatic or otherwise related to Shopmatic through common ownership or control.

1.3 “Annual Custom Domain Fee”

means the annual fee payable by Users who purchase the use of a domain through the Platform, as per the terms and conditions mentioned therein.

1.4 “Authorised Payment Source”

means a credit card, debit card, bank account, e-wallet or such other mode of payment you authorise Shopmatic’s or its Affiliates' nominated payment gateway to deduct all Fees, charges and expenses relating to your Account and/or use of the Platform.

1.5 “Business Partner”

includes business associates, or any party who introduces or refers you to the Platform and/or the Services.

1.6 “Buyer”

means a visitor of a User Store or anyone downloading a User Store, chat or social channels, irrespective whether or not such Buyer intends to to purchase a product or interact with a certain User.

1.7 “Buyer Account”

means the account created/signed-up by Buyers in connection with a certain User Store.

1.8 “Chargeback”

has the meaning and is restricted to the conditions set out in Clause 7.7.5.

1.9 “Content”

includes, but is not limited to, texts, photographs, images, illustrations, audio clips, video clips, files, photographs, logo’s, slogans or any other material that is available / published on the Platform.

1.10 “Delete”, “Deleting” or “Deletion”

refers to the deletion of an Account along with the respective User Contents, User Products and User Store, as applicable. For the avoidance of doubt, any Account deletion will not delete any other account(s) that you may have created for any Third-Party Services. You shall separately check with the Third-Party Services provider on the process for the deletion of such account(s).

1.11 “Fees”

means the fees, as determined by Shopmatic or its Affiliates in its sole discretion, applicable to your use of the Services.

1.12 “Invoice”

means the document issued by Shopmatic or its Affiliates for the payment of Fees.

1.13 “Other Services”

means the services offered by Shopmatic or its Affiliates Services offered via the link https://community.myshopmatic.com/products

1.14 “Payment Due Date”

means the due date indicated in the Invoice issued by Shopmatic or its Affiliates for the payment of Fees.

1.15 “Personal Data”

means the personally identifiable information we may collect when you create an Account or a Buyer Account, use or Services or otherwise voluntarily provide to us. Personal Data may include but is not limited to your name, email address, phone number and residential / mailing address.

1.16 “Platform”

means the platform through which you access the Services and your Account, and includes but is not limited to (a) both the web and mobile versions of the websites operated and/or owned by Shopmatic or its Affiliates, which include the following URLs and their subdomains: www.goshopmatic.com, www.myshopmatic.com, www.goshopmatic.sg, www.goshopmatic.in, www.goshopmatic.hk and www.shopmaticworld.com, and (b) the mobile applications made available from time to time by Shopmatic, including the iOS and Android versions.

1.17 “Processing Fees”

means fees charged on overdue Invoices not paid by the Payment Due Date.

1.18 “Prohibited Product”

means any product, content or services set out in in Schedule 2 (“Prohibited Product List”) or otherwise prohibited from being posted, promoted or sold through the Platform or the Services.

1.19 “Services”

means the services, information and functions made available by us from time to time, including but not limited to those accessible through your Account, User Store and other selling methods (i.e., catalogue, chat, social and marketplaces), integrations between services or with channels provided / enabled directly by us or by third parties, as well as the features accessible through your Buyer Account, or any of the packages offered by us in https://community.myshopmatic.com/products or the Other Services.

1.20 “Shopmatic”, “we”, “our”, and “us”

means if you have selected your region (a) other than India at the sign-up page on the Platform or via the link https://community.myshopmatic.com/products Shopmatic Pte. Ltd., with registered address at 138 Market Street, #05-25 – CapitaGreen, Singapore 048946 and (b) as India at the sign-up page on the Platform or via the link https://community.myshopmatic.com/products Shopmatic Solutions Pvt Ltd. with its registered office at No. 12 & 13, Old No. 37/E, Third Floor, Near Surana College, South End Circle, Bangalore - 560004.

1.21 “Shopmatic World”

is the proprietary aggregation platform at https://world.goshopmatic.com or www.shopmaticworld.com used by Shopmatic to list curated User Products and/or User Content to attract Buyers.

1.22 “Shopmatic World Listing Fees”

means the fees applicable to your use of Shopmatic World.

1.23 “Subscription Fee”

means the fee charged for the use of the specific Subscription Plan chosen by you.

1.24 “Subscription Model”

comprises the subscription plans available, for which we charge fixed Subscription Fees on a recurring basis, at regular tenures. The applicable Subscription Fees and the duration of each Subscription Plan depend on the specific plan chosen by you.

1.25 “Subscription Plan”

means any of the subscription plans available.

1.26 “Taxes”

means all applicable taxes (including value added tax, sales tax, goods and services tax, etc.), levies, surcharges or duties imposed by the relevant authorities.

1.27 “Third-Party Services”

means third-party software, applications, products and services that we make available through the Platform and/or Services.

1.28 “Trademark”

means the trademarks, service marks, trade names and logos used and displayed on the Platform.

1.29 “Transaction Fee”

means the percentage fee applied on the sales value after discounts of a User Product sold via the Platform. The sales value excludes related taxes, shipping fees, payment fees, marketplace fees and other third-party charges.

1.30 “Transaction Model”

comprises the Accounts that are not under the Subscription Model, for which Transaction Fees are charged whenever a sale is made. No fixed or hosting fees are charged under the Transaction Model.

1.31 “User”

means each user of the Platform and/or the Services.

1.32 “User Content”

means any User Product information, texts, data, graphics, photos and links that is promoted through your Account by any channels / other means available.

1.33 “User Product”

means any product, content or services offered, promoted and/or sold by you through your Account by any channels / other means available.

1.34 “User Store”

means the online store created by you on the Platform and/or using our Services, including the store created on mobile applications made available from time to time by Shopmatic or its Affiliates, including the iOS and Android versions.

1.35 “you”

means collectively each User and Buyer accessing / using the Platform and/or the Services through an Account or Buyer Account, whichever is applicable.

2. Interpretation

2.1 Whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”.

2.2 Unless expressly indicated otherwise, all references to a number of days mean calendar days and the words “months” or “monthly” as well as all references to a number of months means calendar months.

2.3 Clause headings are inserted for convenience only and shall not affect the interpretation of these Shopmatic Terms.

2.4 In the event of a conflict or inconsistency between any two or more provisions of these Shopmatic Terms, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in Shopmatic’s favour and the provision which is more favourable to Shopmatic shall prevail.

22. SCHEDULE 2 - PROHIBITED PRODUCT LIST

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
2. Body parts which include organs or other body parts.
3. Bulk marketing tools including email lists, software or other products enabling unsolicited email messages (spam).
4. Cable descramblers and black boxes including devices intended to obtain cable and satellite signals for free.
5. Child pornography which includes pornographic materials involving minors.
6. Copyright unlocking devices including Mod chips or other devices designed to circumvent copyright protection.
7. Copyrighted media including unauthorised copies of books, music, movies, and other licensed materials.
8. Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.
9. Counterfeit and unauthorised goods which include replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps and other potentially unauthorised goods.
10. Drugs and drug paraphernalia which include illegal drugs and drug accessories, herbal drugs like salvia and magic mushrooms.
11. Drug test circumvention aids which includes drug cleansing shakes, urine test additives and related items.
12. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
13. Gaming/gambling which includes lottery tickets, sports bets, memberships/enrolment in online gambling sites, and related content.
14. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
15. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property.
16. Illegal goods which includes materials or products promoting illegal goods or enabling illegal acts.
17. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.
18. Offensive goods which includes literature, products or other materials that: a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, gender, sexual orientation, or other factors b) encourage or incite violent acts; and/or c) promote intolerance or hatred.
19. Offensive goods which include crime scene photos or items, such as personal belongings associated with criminals.
20. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner.
21. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines, surveillance equipment; goods regulated by government or other agency specifications.
23. Securities, which includes stocks, bonds, or related financial products.
24. Tobacco and cigarettes including cigarettes, cigars, chewing tobacco, e-cigarettes and related products.
25. Traffic devices including radar detectors/jammers, license plate covers, traffic signal changers, and related products.
26. Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
27. Wholesale currency including discounted currencies or currency exchanges.
28. Live animals or hides, skins, teeth, claws and other parts of animals.
29. Multi-Level marketing collection fees.
30. Matrix sites or sites using a matrix scheme approach.
31. Work-at-home information.
32. Drop-shipped merchandise..
33. Any other products or services which are not in compliance with applicable laws and regulations in which your business is located.
34. Any products or services prohibited by our Third-Party Services provider.

23. SCHEDULE 3 – PRICING AND FEES

INDIA
Transaction Model*	Subscription Model*	Other Fees*
Transaction Fees 3.5% + GST Processing Fee ₹25 Rebate on Transaction Fee** 50%	Subscription Fees:	Annual Shopmatic World Listing Fees ₹650 Annual Custom Domain Fees – Yr 1 ₹1,300 Annual Custom Domain Fees – Yr 2 onwards ₹2,600
	3 Months Plan ₹9,000 6 Months Plan ₹15,000 12 Months Plan ₹24,000

SINGAPORE
Transaction Model*	Subscription Model*	Other Fees*
Transaction Fees 3.5% Processing Fee S$0.50 Rebate on Transaction Fee** 50%	Subscription Fees:	Annual Shopmatic World Listing Fees S$13 Annual Custom Domain Fees – Yr 1 S$25 Annual Custom Domain Fees – Yr 2 onwards S$35
	3 Months Plan S$360 6 Months Plan S$600 12 Months Plan S$960

HONG KONG
Transaction Model*	Subscription Model*	Other Fees*
Transaction Fees 3.5% Processing Fee HK$4 Rebate on Transaction Fee** 50%	Subscription Fees:	Annual Shopmatic World Listing Fees HK$78 Annual Custom Domain Fees – Yr 1 HK$140 Annual Custom Domain Fees – Yr 2 onwards HK$240
	3 Months Plan HK$4,890 6 Months Plan HK$8,880 12 Months Plan HK$13,920

MALAYSIA
Transaction Model*	Subscription Model*	Other Fees*
Transaction Fees 3.5% Processing Fee MYR 1.50 Rebate on Transaction Fee** 50%	Subscription Fees:	Annual Shopmatic World Listing Fees MYR 39 Annual Custom Domain Fees – Yr 1 MYR 78 Annual Custom Domain Fees – Yr 2 onwards MYR 110
	3 Months Plan MYR 1080 6 Months Plan MYR 1800 12 Months Plan MYR 2880

REST OF WORLD
Transaction Model*	Subscription Model*	Other Fees*
Transaction Fees 3.5% Processing Fee US$0.50 Rebate on Transaction Fee** 50%	Subscription Fees:	Annual Shopmatic World Listing Fees US$10 Annual Custom Domain Fees – Yr 1 US$18 Annual Custom Domain Fees – Yr 2 onwards US$26
	3 Months Plan US$240 6 Months Plan US$408 12 Months Plan US$672

* All prices are exclusive of any GST and other applicable taxes.
** Rebate on Transaction Fee is calculated based on the total product cost of cancelled orders only. It will be processed within four (4) weeks from date of order cancellation and will be provided as a credit in subsequent Invoice. Such credit can be offset against transaction fees within a period of six (6) months only.

TERMS OF SERVICE