Terms and Conditions for Brands
These terms and conditions (the “T&Cs”) govern Your use of the website / platform / application of ViralMe run by Turnover India Private Limited, a business entity with a registered business address at 235, 2nd & 3rd Floor, 13th Cross Rd, Indira Nagar II Stage, Hoysala Nagar, Indiranagar, Bengaluru, Karnataka 560038 (hereinafter referred to as “Platform” or “Company”). “You” or “Your” means an individual using the Platform for the Purpose (as defined below). You understand that these T&Cs are effective and binding upon You. The Company is offering You to engage / register on the Platform to allow us and marketers / content creators to market/promote your brand on the Platform (“Services”). Subject to Your compliance of the T&Cs, the Company will permit You to be visible on the Platform (“Purpose”).
By signing up for the Purpose, You are agreeing to comply with and be bound by the following T&Cs, which together with our privacy policy governs the commercial relationship between You and the Company.
The Company and You may be referred to herein individually as “Party” or collectively as the “Parties”, as the context requires.
You are requested to read the following T&Cs carefully before registering your brand with the Company on the Platform for the Purpose.
You hereby agree and acknowledge that Your using, accessing, browsing the Platform indicates Your acceptance and agreement to the T&Cs, the other Terms of Use of the Company, the Privacy Policy and any other policies / procedures / guidelines that may be applicable at the time of Your use/browse/access to the Platform, which may be subject to modification from time to time.
You shall further abide by and comply with all relevant Company policies, including without limitation the Company’s Terms of Use and Privacy Policy, which are hereby incorporated into the T&Cs by reference. In the event of a conflict of interpretation, the terms specific in this T&Cs shall control and prevail.
Enrolment. You must firstly create a brand profile by downloading our Shopify App and you represent that all information provided by You shall be true and correct at all times. In the event of any change in the information provided to us, You shall immediately update the same. The Company shall have the right to evaluate Your application and will notify You of our acceptance or rejection of Your application. Further, You undertake that You shall not use allow / promote products that are banned, promotes violence or promotes libelous or defamatory materials or promoters illegal activities, etc. If we reject Your application, You are welcome to reapply at any time. However, if we accept Your application and later determine that You are in breach of the T&Cs, we may terminate these T&Cs at any time in our sole discretion in respect to You. You will ensure that the information in Your application and otherwise associated with brand, including Your email address and other contact information and identification of Your profile / website, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Purpose and these T&Cs to the email address then-currently associated with You. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with Your account is no longer current. You commit to keeping Your password private and not disclosing Your account to third parties. The confidentiality of Your login and password is entirely Your responsibility. Additionally, You are not permitted to distribute, assign, or otherwise transfer Your account or login credentials to any other individual or organization. Any and all activity carried out using Your account are Your responsibility.
Links. During Your use of our Platform, Company shall enable special links which will be displayed by the marketers on their social media handles.
Orders. You hereby acknowledge that the Company shall not be liable for the delivery of the Products. You shall be solely responsible for the delivery of Your products to the end-customer. You further understand that we shall not be liable to entertain any return request nor shall we be liable for any refunds on the products purchased by Your customers.
Fees. We do not charge any subscription fees from You. However, in the event we intend to do so in the future, we may take fees from You however subject to Your consent on such levy of fees.
Warranties and Representations. You warrant and represent as follows, each of which shall survive the termination, if any, of these T&Cs:
You have not entered, and shall not enter, into any agreement or arrangement with any other entity that would conflict with or prevent or in any way interfere with the performance of Your obligations hereunder;
The Products do not infringe any rights (including trademark rights, copyrights, patents, trade secrets, or contractual rights) of any other person, and any use thereof by Company or its successors and partners are consistent with this T&Cs does not infringe such right;
You are not a party to any contract / agreement / arrangement (whether oral, written or otherwise) restricting or prohibiting You from entering into this agreement or from restricting or prohibiting You to perform its obligations herein;
You shall not remove, circumvent, disable, damage or otherwise interfere with security-related features of the services and/or the Platform or features that enforce limitations on the use of the services and/or the Platform;
When You upload images/content that are covered by third party intellectual property rights, You grant or in case of a third party, ensure that they are granted by You (whether by Yourself or on behalf of the third party), a non-exclusive, royalty-free, transferable, sub- licensable, worldwide license to use, distribute, copy, or display, translate and create derivative works of the images/content that You upload, solely in connection with Your services;
You acknowledge and accept that for the purpose of marketing of the Products, the images/content uploaded by You may be accessed, used or processed by a third party, and that we have no liability, obligation or responsibility of any nature towards You or such third party and the contract under such instances remains between You and such third party.
Company Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and You do not, by virtue of this T&Cs or the license hereunder otherwise, acquire any ownership interest or rights in or to, the Program, special links, link formats, content, PA API, data feeds, Product advertising content, any domain name owned or operated by us, information and materials on any Platform or site, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
Confidentiality. Confidential Information shall include all non-public, proprietary information and trade secrets, including without limitation information related to the Company’s platform, the Company’s end users (including without limitation the contact information) shall collectively be referred to as “Confidential Information”). Both Parties will hold Confidential Information of the other Party (“Disclosing Party”) in strict confidence and will not use it for purposes other than those set forth in this T&Cs. The Party receiving the Confidential Information (the “Receiving Party”) will reveal Confidential Information only to those representatives who need to know the information to perform under this T&Cs and who have executed a confidentiality and non-use undertaking agreement consistent with this Section. The Receiving Party will inform its representatives who have access to Confidential Information of its confidential nature. The Receiving Party is responsible for any unauthorized use or disclosure of Confidential Information by its representatives. Confidential Information shall not include any information which the Receiving Party can show: (a) was in the public domain prior to disclosure to the Receiving Party, or which thereafter came into the public domain without the fault, or without the breach of any confidentiality obligation by the Receiving Party; or (b) was known by the Receiving Party prior to disclosure as shown by competent evidence; or (c) was disclosed to the Receiving Party by a third party not in violation of any obligations of confidentiality to the Disclosing Party; or (d) is independently developed by employees of the Receiving Party who have not had access to any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by Applicable Law, but only if the Receiving Party gives the Disclosing Party prior written notice in order to allow the Disclosing Party a reasonable opportunity to prevent disclosure or to seek entry of a protective order; or (f) was approved for release by written authorization of the Disclosing Party. Nothing in this Section gives the Receiving Party any right or license in any patent, trade secret, copyright, trademark or other Intellectual Property of the Disclosing Party, other than to use Confidential Information for the Purpose. The obligations of this section shall survive termination of the T&Cs and shall remain in place for as long as the information remains Confidential Information.
Publicity. Without limiting the generality of the Parties’ respective confidentiality provisions, neither Party will disclose any information about this T&Cs and any other term / conditions entered into between the Parties, including its existence, nor will it use the name of the other party, such party’s employees or any product of such other party in any press release, advertisement or materials distributed to prospective or existing customers, annual reports or any other public disclosure, except with such other party’s prior written consent or as required by applicable law.
Indemnification of Company. You agree to indemnify, hold harmless, save and defend the Company and its affiliates and sublicenses, and their respective officers, directors, employees, agents and representatives (collectively, the “Company Indemnities”) from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) (collectively, “Losses”) resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of: (a) any breach of representation, warranty, or agreement on Your part under this T&Cs; (b) any negligent act or omission or wilful misconduct of Yours, Your agents, employees or affiliates hereunder; (c) for claims based on violations of laws (including those applicable to employee or environmental protection) in connection with influencer marketing / advertising; (d) claims of infringement or other intellectual property violations; (e) claims by Company’s end-users associated with returns, refunds, defects/breach of warranties or claims that the Products are infringing or otherwise non-conforming goods or not as per what was marketed or advertised by You; and/or (f) claims made by the marketers.
Term and Termination. You may close Your account by contacting us at brand@viralme.club. We will endeavour to close Your account after satisfying ourselves that You have no further obligations under these T&Cs. The Company reserves the right to suspend or terminate Your account and the right to revoke Your access to and use of the Services at any time with or without cause. In the event the Company terminates Your account, then You shall continue to be liable for all amounts due by You, if any, including Your obligation to indemnify the Company. You acknowledge certain provisions shall survive post termination of Your account, including without limitation confidentiality and indemnification obligations. However, if You continue or resume use of the Platform or supply of Products after termination of these T&Cs, You agree that such use will be subject to the T&Cs then in effect. You agree to be liable for any fees incurred prior to such termination, if any is levied upon You in accordance with these T&Cs.
Limitation of liabilities. You agree that the services and Platform provided by the Company are provided on an as-is basis and without warranty of any kind, including, but not limited to, warranties of quality, accuracy, merchantability, fitness for a particular purpose, security, non-infringement, and title. Company will not be held responsible or liable for any claims, damages, judgments, charges, or fees arising out of or related to Your use of the services, including, but not limited to, compensatory damages, consequential damages, special damages, incidental damages, punitive damages, exemplary damages, costs and attorneys’ fees, damages arising out of errors or omissions, and damages arising out of the unavailability of the Company’s platform, website or services or other downtime. You acknowledge that Your use of the Platform is at Your sole risk and that the Company is limited to damages worth INR 1,000.
Disclaimer of warranties and errors.
We shall make an effort to provide accurate data/information at the time it is posted on the Platform — whether pertaining to the services, offerings, or elsewhere (henceforth referred to as “Information”). The information's accuracy is not guaranteed by us. We make no representations or warranties as to the completeness or accuracy of Information.
You agree that Information is being supplied to You on the condition that You will make Your own determination as to the suitability of such information for Your purpose prior to use or in connection with the making of any decision. No Information on the Platform shall constitute an invitation to invest in us or any affiliates or merchants. Any use of the Platform or the Information is at Your own risk. Neither we, our affiliates, nor their officers, employees nor agents shall be liable for any loss, damage or expense arising out of any access to, use of, or reliance upon, this website, the Information, or any third-party website linked to the Platform. We are not responsible for the content of any third-party sites and do not make any representations regarding the content or accuracy of material on such sites. If You decide to access links of any third-party platforms, You are doing so entirely at Your own risk and expense.
As a means to assist the users in identifying the Products of their choice, we provide visual representations on the Platforms including graphics, illustrations, photographs, images, content, videos, charts, screenshots, infographics and other visual aids. While reasonable efforts are made to provide accurate visual representation, we disclaim any guarantee or warranty of exactness of such visual representation or description of the Product, with the actual Product ultimately delivered to users. The appearance of the Product when delivered may vary for various reasons.
Nothing contained herein is to be construed as a recommendation to use any Product, process, equipment or formulation, in conflict with any patent, or otherwise and we make no representation or warranty, express or implied that, the use thereof will not infringe any patent, or otherwise.
We do not covenant or provide any representations and warranties in respect of quality, suitability, accuracy, reliability, performance, safety, merchantability, fitness for a particular purpose/consumption or the content (including Product or pricing information and/or specifications) on the Platform; and/or the services will be available and provided at all times; and that the operation of the Platform, including the functions contained in any content, information and materials on any Platform or any third-party sites or services linked to the Platforms will be uninterrupted, or that the defects will be rectified, or that the Platforms or the servers that make such content, information and materials available are free of viruses or other harmful components.
To the extent permitted by applicable law, we, our officers, agents, employees and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, injury caused due to the failure of performance, omission, defect of Products, or deletion, interruption, error, delay, virus, communication, unauthorized access, theft, destruction, alteration or use of records on the Platform.
Miscellaneous.
Relationship of Parties. You shall be considered to be an independent contractor. The relationship between You and the Company shall not be construed to be that of employer and employee, or to constitute a partnership, joint venture or agency of any kind.
Entire Terms. These T&Cs sets down the entire understanding of the Parties with respect to the subject matter hereof
Severability. If any provision of these T&Cs shall be found to be unlawful or unenforceable, that provision shall be deleted from the T&Cs and the remaining provisions shall, insofar as possible, be given full force and effect.
Assignment and Delegation. Neither Party shall delegate any obligation of performance hereunder without the express written consent of the other. A right to receive performance may, however, be assigned without consent; provided however, that no such assignment shall be valid that shall in any way impair the rights, or vary the obligations, of the non-assigning party. These T&Cs shall, however, be binding on the permitted assigns and successors of the parties.
Further Assurance. At any time, if either Party shall believe that circumstances have cast doubt on the continuing ability or willingness of the other Party to fully perform its obligations under the T&Cs, it may so notify the other Party in writing, stating the reasons for its concern and requesting assurances reasonable in the circumstances, that its concerns are unfounded. Failure to respond adequately to such a request within ten (10) business days of receipt shall constitute a material breach of this T&Cs.
Notices. Any notice required or permitted to be given under this T&Cs shall be sent by email to the last known email address of the Party.
Survival. Any provision of this T&Cs that may require the performance of a party after the termination of this T&Cs shall be deemed to survive termination for so long as may be necessary to give effect to its purpose.
No Waiver. The omission of a Party to require strict performance of any term or condition of this T&Cs in any one or more instances shall not operate as a waiver of that Party’s right to insist upon strict performance of that or any other term or condition in the future.
Modification. The Company reserves the right to change, modify, add, or remove portions of these T&Cs (each, a “Change” and collectively, “Changes”) at any time by posting notification on the Platform or otherwise communicating the notification to You. The changes shall become effective, and shall be deemed accepted by You, 48 hours after the initial posting and shall apply immediately on a going-forward basis with respect to Your use of the Platform initiated after the posting date. If You do not agree with any such change, Your sole and exclusive remedy is to terminate Your use of the Platform. Your continued use of the Platform following the posting of changes shall mean that You accept and agree to the changes.
Ownership and Proprietary Rights. The services provided by the Company and the Platform are owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the services of the Company and the Platform provided by the Company (hereafter “Materials”) are protected by international conventions and all other relevant intellectual property and proprietary rights, and applicable laws. As between You and the Company, all Materials, trademarks, service marks, and trade names contained on the Platform are the property of the Company. You agree not to remove, obscure, or alter the Company’s or any third party’s copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the services/Platform. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. The Company reserves all rights not expressly granted in these T&Cs. Please note that by doing so, You hereby irrevocably assign to the Company, all rights, title and interests in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. You agree to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.
Choice of Laws; Disputes. These T&Cs will be governed by and interpreted in accordance with the laws of Republic of India. Subject to the arbitration clause set out herein, the Parties to this Agreement subject themselves to the jurisdiction of the courts at Bengaluru, India which shall have exclusive jurisdiction to settle any claim or matter arising under this Agreement. In the event of a dispute, difference, controversy or claim arising out of or in connection with or relating to any of the matters set out in this Agreement, including any dispute regarding its existence, validity, interpretation or breach (“Dispute”) arising between the Parties hereto in connection with or in relation to this Agreement, shall be settled by the Parties mutually. In the event the Parties are unable to mutually resolve the Dispute within 15 (fifteen) days from the date a Party informs the other Party of such Dispute, then the Dispute shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) for the time being in force, which rules are deemed to be incorporated by reference herein. The disputing Party (“Claimant”) shall serve a written notice in respect of referring the Dispute to arbitration, to the other Party (“Respondent”). The Claimant and the Respondent shall mutually appoint a sole arbitrator within 15 (fifteen) days from the date the Respondent receives the notice of arbitration, failing which the arbitrator shall be appointed in accordance with the Arbitration Act. The seat and venue of the arbitration shall be at Bengaluru, India, and the arbitration proceedings shall be in English. The arbitrator shall give a written and reasoned award, and also decide on the costs of the arbitration proceedings.