Terms and Conditions

Table Of Content

Terms & Conditions

1. AGREEMENT TO TERMS

1.1. Shopnest is a trading name for one of the Nest Group brands either operating under a consolidated or as a separate legal entity (subsidiary). Nest Group (“Shopnest or any here not mentioned but related entity, “we”) operates on providing an e-commerce marketplace platform consisting of a website and mobile application (“marketplace” or “platform”) together with any other supporting e-commerce-related IT solutions, order fulfillment, and logistics support and payment infrastructure for the sale and purchase of consumer products and services (hereinafter called as “Products” and “Services”) in its allocated operating territory as defined at (“Territory”). 

1.2. These general terms and conditions shall apply to buyers and sellers on the marketplace and shall govern your use of the marketplace and its services. 

1.3. You agree that by accessing the Platform, you have read, understood, and agreed to be bound by all of these Terms of Use. By using our marketplace you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions you THEN ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

1.4. If you use our marketplace in the course of a business or other organizational project then by so doing you:

1.4.1. confirm that you have obtained the necessary authority to agree to these general terms and conditions; 

1.4.2. bind both yourself and the person company or other legal entity that operates that business or organizational project to these general terms and conditions; 

1.4.3. agree that you in these general terms and conditions shall reference both the individual user and the relevant person company or legal entity unless the context requires otherwise.

1.5. Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable terms every time you use our Platform so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted.

1.6.  The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.7. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Platform. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use before you use the Platform.

2. USER REGISTRATION

2.1. You may be required to register with the Platform by the conditions and terms stated below. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

2.2. To use certain features of the Service you may need to register an account on the Platform (the “Account”) and provide certain information about yourself as prompted by the registration form.

2.3. You may create an Account as an individual or as an authorized representative of a company.

2.4. If more than one person accesses its Account from the same device, we may request to upload the proof of identity to avoid duplicate accounts.

2.5. You acknowledge that you are solely responsible for safeguarding and maintaining the confidentiality of access details to your Account and that you are fully responsible and liable for any activity performed using your Account access details.

2.6. You hereby represent and warrant to us that you have reached the age of majority or are accessing the Service under the supervision of a parent or legal guardian. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Service. If you are a minor, you must have your parent or guardian read and agree to these Terms before you use the Service.

2.7. We reserve the right to suspend or terminate your Account, or your access to the Service, with or without notice to you, if you breach these Terms.

2.8. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. USER REPRESENTATIONS

By using the Platform, you represent and warrant that:

3.1. all registration information you submit will be true, accurate, current, and complete;

3.2. you will maintain the accuracy of such information and promptly update such registration information as necessary

3.3. you have the legal capacity and you agree to comply with these Terms of Use;

3.4. you are not a minor in the jurisdiction in which you reside

3.5. or If a minor, you have received parental permission to use Platform

3.6. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

3.7. you will not use the Platform for any illegal or unauthorized purpose

3.8. your use of the Platform will not violate any applicable law or regulation

3.9. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any current or future use of the Platform (or any portion thereof).

4. SERVICE LEVEL

4.1. The Platform is an online service that allows users:

4.1.1. to set up their shops or advertisement or any public announcement about the products and services and offer them for sale with the price and terms at their discretion and decision 

4.1.2. publish their marketing information and specification about their products and services 

4.1.3. market their products, create promotions advertisements, and public announcements, and interact with prospects and customers to close the deals

4.1.4. View information published by other users, and communicate with other users using the contact details published personally or provided on the platform.

4.2. You acknowledge and agree that: 

4.2.1. The Platform only provides an online location for sellers to sell and buyers to purchase products and their services;

4.2.2. we shall accept binding sales on behalf of sellers but (unless Shopnest is indicated as the seller) we are not a party to the transaction between the seller and the buyer;

4.2.3. a contract for the sale and purchase of a product or products will come into force between the buyer and seller by the terms presented on the platform. Parties commit accordingly to buying or selling the relevant product or products upon the buyer’s confirmation of the purchase via the marketplace. 

4.3. FOR THE SAKE OF CLARITY – THE SALE AND PURCHASE CONTRACTS OR SERVICE CONTRACTS ARE ENTERED INTO DIRECTLY BETWEEN THE SELLERS AND BUYERS. SHOPNEST IS NOT A PARTY TO SUCH TRANSACTIONS. 

4.3.1. However, Shopnest may provide technological solutions, extra deal security and promotive features, or any other supportive tools and interactive opportunities to communicate to support parties to close deals effectively and promote customers’ business.

4.3.2. Among other things, Shopnest may step into the transaction between buyer and seller as a mediator (still, without being a party to the transaction) if such service is specially presented on the platform and both parties have given their acceptance. 

4.4. Users shall be solely responsible to collect and remit any applicable taxes resulting from the sale of their goods or services posted on the Platform. We may provide appropriate accountancy tools on the platform that would help calculate the taxes; Nevertheless, even if such technological features are made available on the platform we don’t take any responsibility for filling any taxation-related duties on behalf of our customers. 

4.5. Shopnest reserves a right to delete or block access to products or advertisements or data posted by users without any notice in the event of: 

4.5.1. receiving mandatory judgments of competent public authorities; 

4.5.2. the claim of a holder of intellectual property rights to terminate infringement of his/her rights by a user on the Platform; 

4.5.3. infringements of rights or legal interests of other users, legal entities, or individuals upon their reasonable request; 

4.5.4. detecting that information posted by a user on the Platform breaches these Terms or any applicable law, regulation, rule, or standard.

4.6. Shopnest is authorized to delete or block products or any data of users regardless of providing a user with the relevant substantiation.

4.7. Shopnest retains the right to implement any changes to the platform (whether to free or paid features) at any time, with or without notice. You acknowledge that a variety of Shopnest’s actions may impair or prevent you from accessing the platform at certain times and/or in the same way, for limited periods or permanently, and agree that Shopnest has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any content or services.

4.8. Each user of the platform is solely responsible for any of his or her User Content (as defined below). Because we do not control the User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Service users are solely between you and such users. You agree that Shopnest will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any of your customers, we are under no obligation to become involved.

4.9. The Service may contain links to third-party websites or resources and advertisements for third parties (collectively, “Third Party Ads”). Such Third-Party Ads are not under the control of the Administrator and the Administrator is not responsible for any Third-Party Ads. The Administrator provides these Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations concerning Third-Party Ads. Advertisements and other information provided by online properties to which the Third Party Ads lead, may not be wholly accurate. You acknowledge sole responsibility for and assume all risk arising from your use of any such online properties. When you link to third-party online properties, the applicable service provider’s terms and policies, including privacy and data gathering practices, govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Your transactions and other dealings with Third-Party Ads that are found on or through the Service, including payment and delivery of related goods or services, are solely between you and such third party.

4.10. You hereby release us, our officers, employees, agents, and successors from claims, demands any losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any Service users or any Third Party Ads.

5. PRODUCTS FOR SALE

5.1. The products and services presented on the platform must be legal, appropriate civil and tasteful, and in accord with generally accepted standards of etiquette and behavior on the internet and must not:

5.1.1. be offensive obscene indecent pornographic lewd suggestive or sexually explicit; 

5.1.2. depict violence in an explicit graphic or gratuitous manner; or 

5.1.3. be blasphemous in breach of racial or religious hatred or discrimination legislation; 

5.1.4. be deceptive fraudulent threatening abusive harassing anti-social menacing hateful discriminatory or inflammatory; 

5.1.5. cause annoyance inconvenience or needless anxiety to any person; 

5.1.6. constitute spam

5.2. THE SELLER’S TERMS OF BUSINESS SHALL GOVERN THE CONTRACT FOR SALE AND PURCHASE BETWEEN THE BUYER AND THE SELLER. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:

5.2.1. the price for a product will be as stated in the relevant product listing; 

5.2.2. the price for the product must include all taxes and comply with applicable laws in force from time to time; 

5.2.3. delivery charges packaging charges handling charges administrative charges insurance costs other ancillary costs and charges where applicable will only be payable by the buyer if this is expressly and clearly stated in the product listing, and delivery of digital products may be made electronically; 

5.2.4. products must be of satisfactory quality, fit and safe for any purpose specified in and conform in all material respects to the product listing and any other description of the products supplied or made available by the seller to the buyer; 

5.2.5. in respect of physical products sold the seller warrants that the seller has good title to and is the sole legal and beneficial owner of the products and/or has the right to supply the products under this agreement and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal insolvency or tax investigation or proceedings; and in respect of digital products the seller warrants that the seller has the right to supply the digital products to the buyer.

5.3. SHOPNEST ITSELF IS NOT AN IMPORTER, MANUFACTURER, DISTRIBUTOR, OR SELLER OF ANY ITEM, AS WELL AS IS NOT A PROVIDER OF ANY SERVICE POSTED BY USERS ON THEM UNLESS EXPLICITLY INDICATED OTHERWISE. IN ADDITION, SHOPNEST IS NEITHER A MARKETER NOR A PERSON ACTING ON THE USER’S BEHALF CONCERNING THE MARKETING OF ANY GOODS OR SERVICES POSTED ON THE PLATFORM. 

5.4. We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the platform as directly uploaded by sellers. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products.

5.5. Despite Shopnest provides an inventory management feature on the platform, all products are subject to availability and we cannot guarantee that items will be in stock even if this is stated on the platform because we are not reviewing nor confirming product availability in our seller’s inventory (see point 4.10). We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

6. FEES, PURCHASES, AND PAYMENTS

6.1. The platform is generally free; however, we may set limits for products in the stores, advertisements in certain categories, or offer paid advertising options on the Platform.

6.2. The platform may contain payable services such as subscriptions, marketing options, or any features to promote particular sellers, their sale of products or categories, or offer some advanced support services to buyers, end users, or any of our partners managing their businesses. You are eligible for registering more than one Account if you use payable services on each of them.

6.3. The fees we charge for using payable services and payment methods accepted by us are disclosed on the Platform.

6.4. We reserve the right, in our sole discretion, to change the fees and acceptable payment methods from time to time and for any reason.

6.5. Unless otherwise explicitly provided by mandatory rules of the applicable law, the fees are non-refundable due to the nature of online services.

6.6. If the seller and buyer have decided to use our services in mediating the deal between parties then the seller agrees to provide current, complete, and accurate purchase and account information for all such transactions made via the Platform. Seller further agrees to promptly update account and payment information, including email address, and payment method, so that we can complete transactions and contact as needed. All payments shall be in local currency using bank transfers unless explicitly agreed otherwise ways on special cases.

6.7.  You herewith confirm and agree that we are entitled to deposit the money paid by the buyer for the purchase of products in accordance with the buyer protection concept (Article 6.11).  

6.8. If your order is subject to recurring charges, then you consent to our charging your payment method regularly without requiring your prior approval for each recurring charge until you cancel the applicable order.

6.9. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

6.10. We reserve the right to refuse any order placed through the Platform. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. 11. Buyer Protection

By accepting these Terms and Conditions the seller and buyer herewith also agree with the terms of the escrow service feature called Buyer Protection as stated in the Article herein.

Shortly – Shopnest is a neutral third party that deposits and holds funds paid by the buyer for the purchase made on the Shopnest platform until certain conditions are met. Upon the arrival of the agreed circumstances, Shopnest either releases the funds to the seller or refunds them back to the buyer. 

To qualify for Buyer Protection: 

6.11.1. The order has to be placed at the Seller’s store on the Shopnest platform. The deal must be closed and paid fully on the Shopnest platform.

6.11.2. Order fulfillment and delivery must be agreed between the parties using the Seller and the Buyer contact forms and features provided on the Shopnest platform.  

6.11.3. Any agreement about the special delivery conditions (like leaving the package to the security guard, friend, etc)  must be made on the Shopnest platform under the particular order communication or in the delivery application provided by Shopnest. 

6.11.4. The Seller must have shipped the order immediately and updated the order delivery status on her store account accordingly. 

6.11.5. If the seller has not specified any shipping terms under the product details then the order must be shipped no later than on the third day of placing the order; the first delivery attempt has to take place on the second day of shipping.

6.11.6. The buyer has confirmed the order receiving time and date under the order details on her customer account immediately when receiving the order. 

6.11.7. The seller has tracked the order with the delivery service provider. In case of disputes, parties are to provide the order details with appropriate evidence about the delivery date and time.

6.11.8. The seller fully agrees that Shopnest has the right to hold the payment of the order until the Buyer has confirmed receiving it, or the Seller has submitted convincing evidence about successful delivery. If the allegation has not been furnished with sufficient evidence, Shopnest is releasing the money in 3 days. 

6.11.9. Violation of the terms and conditions of this agreement may result in an unfavorable solution to the dispute for any of the parties involved.  

6.11.10. Disputes: Buyer can raise the claim against the Seller if:

  • She has not received the order at the promised time or the Seller has not shipped an order in 5 days unless otherwise agreed.
  • The item delivered is not the one ordered (wrong item)
  • The damaged item was shipped 

a) In case of disputes, parties agree to give Shopnest the right to decide either to refund the payment or release the money to the Seller. Shopnest is acting in good faith to solve the dispute in a reasonable way considering the interest of both parties. 

b) The decision is made on the basis of all unique circumstances in the particular case, among other things evidence and the user’s trustworthiness. 

c) The ultimate principle is, that in a claim risen by the Buyer about non-delivery, the Seller is to prove the delivery fact. Failing to do it gives Shopnest the right to refund the payment to the Buyer.

d) Any allegations against the product quality or item itself are to be proved with pieces of evidence by the Buyer. 

e) Any fake claims and accusations may lead to a ban from using the platform.  

f) In any case, the parties agree that Shopnest is not taking liabilities from the sales agreement between parties nor stepping into the dispute as a party. Seller and Buyer do not have any claims against Shopnest concerning the fulfillment of the sales agreement. 

g) Fees. We may charge for the service. 

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Unless otherwise indicated, the Platform is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Territory, international copyright laws, and international conventions.

7.2.  Information you as a seller submit to us as part of your registration, and any data, text, pictures, and other materials that you may submit or post on the Platform (the “User Content”) remain your intellectual property, and the Shopnest does not claim any ownership of the copyright or other proprietary intellectual property rights in such registration information and the User Content. Notwithstanding the preceding, you agree that Shopnest may retain copies of all registration information and the User Content and use such information and the User Content as reasonably necessary for or incidental to its operation of the Service and as described in these Terms and the Privacy Policy.

7.3. With registration, you grant Shopnest the non-exclusive, worldwide, transferable, perpetual, irrevocable right to copy, modify, adapt, store, publish, distribute, publicly display and perform, communicate, and make available to the public the User Content in connection with the Service, including to use and make the User Content public on the affiliated platform, as well as for Shopnest’s marketing, advertising, and other purposes.

7.4. You agree, represent, and warrant, that your use of the platform, or any portion thereof, will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties.

7.5. Materials on the Platform, except those posted by the user, including but not limited to texts, software, scripts, graphics, photos, sounds, music, videos, interactive functions, etc. (“Materials”) and trademarks, service marks, and logos included in it (“Marks”) belong to or are licensed by Shopnest representing items of copyright and of any other intellectual property rights. Any use of such Materials and Marks without prior notice from Shopnest is not allowed. Notice for Claims of Intellectual Property Violations and Copyright Infringement

7.6. If you are a holder of intellectual property rights or a person authorized to act in the name of a holder of intellectual property rights and you reasonably believe that information that is posted to the Platform someway infringes your intellectual property rights or the intellectual property rights of a person, in which name you act, you may provide notification to Shopnest requiring to delete such material. In this regard, you shall warrant that your appeal has a legal basis and that you act in good faith according to the law.

7.7. When providing relevant notification concerning infringement of rights you shall ensure that your request corresponds to the form below and includes the following:

7.7.1. an appeal should include the physical or electronic signature of a person empowered for acting in the name of a holder of the right, which is believed to be infringed;

7.7.2. the objects of intellectual property rights, rights on which were supposedly infringed, shall be specified. If several objects exist, the entire list of such items shall be provided;

7.7.3. you shall specify materials (with an indication of specific URL pages), which are stated to infringe rights or themselves are the objects of infringement;

7.7.4. you shall provide contact information so that we would be able to contact you, for example, address, phone number, and email address;

7.7.5. signed application about your faithful and reasonable belief in those materials being the objects of complaint concerning infringement of intellectual property rights are used without a right holder’s or its representative’s consent, and also that this is not allowed by law;

7.7.6. signed application about that a holder of intellectual property rights releases Shopnest from any third parties’ claims related to the deletion of relevant materials by us;

7.7.7. signed application about that information contained in a notification is accurate under penalty of perjury, and you are authorized to act in the name of a holder of the exclusive right, which has been supposedly infringed;

7.7.8. statutory regulations which you believe to be violated in connection to using disputable content;

7.7.9. state, in which territory you believe the rights to be infringed;

7.7.10. copies of documents establishing rights for an object of intellectual property right, which is subject to security, as well as a document that confirms powers for acting in the holder’s name, in attachments to your appeal.

7.8. The relevant notification shall be sent here. 

8. RETURN/REFUNDS POLICY

8.1. Please review our Return Policy posted on the Platform before making any purchases.

8.2. Returns of products by buyers and acceptance of returned products by sellers must be indicated directly on the platform under the particular product sales conditions. 

9. USER-GENERATED CONTRIBUTIONS 

9.1. The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Platform and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

9.1.1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

9.1.2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use.

9.1.3. You have the written consent, release, and/or permission of every identifiable individual person in your Contributions to use the name or likeness of every such identifiable person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use.

9.1.4. Your Contributions are not false, inaccurate, or misleading.

9.1.5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

9.1.6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

9.1.7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

9.1.8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person or to promote violence against a specific person or class of people.

9.1.9. Your Contributions do not violate any applicable law, regulation, or rule.

9.1.10. Your Contributions do not violate the privacy or publicity rights of any third party.

9.1.11. Your Contributions do not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors;

9.1.12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

9.1.13. Your Contributions do not otherwise violate or link to material that violates any provision of these Terms of Use, or any applicable law or regulation.

9.2. Any use of the Platform or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform and the Marketplace Offerings.

10. CONTRIBUTION LICENSE

10.1. By posting your Contributions to any part of the Platform or making Contributions accessible to the Platform by linking your account from the Platform to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media format and through any media channels. 

10.2. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your contribution, and you warrant that moral rights have not otherwise been asserted in your Contributions. 

10.3. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any responsibility and to refrain from any legal action against us regarding your Contributions. 

10.4. We have the right, in our sole and absolute discretion, 

10.4.1. to edit, redact, or otherwise change any Contributions; 

10.4.2. to re-categorize any Contributions to place them in more appropriate locations on the Platform; 

10.4.3. to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

11. GUIDELINES FOR REVIEWS

11.1. We may provide you with areas on the Platform to leave reviews or ratings. When posting a view, you must comply with the following criteria: 

11.1.1. you should have firsthand experience with the person/entity being reviewed; 

11.1.2. your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; 

11.1.3. your review should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; 

11.1.4. your reviews should not contain references to illegal activity; 

11.1.5. you should not be affiliated with competitors if posting negative reviews; 

11.1.6. you should not make any conclusions as to the legality of conduct; 

11.1.7. you may not post any false or misleading statements; 

11.1.8. you may not organize a campaign encouraging others to post reviews, whether positive or negative.

11.2. We may accept, reject, or remove reviews at our sole discretion. We have no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to the review.

12. MOBILE APPLICATION LICENSE

Use License

12.1. If you access the Marketplace Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you and to access and use the mobile application on such devices strictly by the terms and conditions of this mobile application license contained in these Terms of Use.

12.2. You shall not: 

12.2.1. except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;

12.2.2. make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; 

12.2.3. violate any applicable laws, rules, or regulations in connection with your access or use of the application; 

12.2.4. remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application; 

12.2.5. use the application for any revenue-generating endeavor, commercial enterprise, or other purposes for which it is not designed or intended; 

12.2.6. make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; 

12.2.7. use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; 

12.2.8. use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or 

12.2.9. use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

3. The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Marketplace Offerings: 

3.1. the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and by the usage rules outlined in the applicable App Distributor’s terms of service; 

3.2. we are responsible for providing any maintenance and support services concerning the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services concerning the mobile application; 

3.3. in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, by its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever concerning the mobile application; 

3.4. you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; 

3.5. you must comply with applicable third-party terms of agreement when using the mobile application,e.g., if you have a VoIP application, then you must not violate their wireless data service agreement when using the mobile application; and 

3.6. you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

13. SOCIAL MEDIA

13.1. As part of the functionality of the Platform, you may link your account with an online account you have with third-party service providers (each such account, a “Third-PartyAccount”) by either: 

13.1.1. providing your Third-Party Account login information through the Platform; 

13.1.2. allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. 

13.2. By granting us access to any Third-Party Accounts, you understand that 

13.2.1. we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SocialNetwork Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists and 

13.2.2. we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. 

13.2.3. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. 

13.3. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time. 

13.4. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT (S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. 

13.5. We make no effort to review any Social Network Content for any purpose, including but not limited to, accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. 

13.6. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform. 

13.7. You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

14. SUBMISSIONS

14.1. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform or the Marketplace Offerings (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. 

14.2. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

15. THIRD-PARTY WEBSITES AND CONTENT

15.1. The Platform may contain (or you may be sent via the Platform or the Marketplace Offerings) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. 

15.2. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. 

15.3. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. 

15.4. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever for such purchases which are exclusively between you and the applicable third party. 

15.5. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

16. ADVERTISERS

16.1. We allow advertisers to display their advertisements and other information on certain areas of the Platform, such as sidebar advertisements or banner advertisements. 

16.2. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Platform and any services provided on the Platform or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Platform, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.

16.3. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

17. PLATFORM MANAGEMENT

17.1. We reserve the right, but not the obligation, to 

17.1.1. monitor the Platform for violations of these Terms of Use; 

17.1.2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; 

17.1.3. in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; 

17.1.4. in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; 

17.1.5. otherwise, manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform and the Marketplace Offerings.

17.2. We care about data privacy and security. Please review our privacy policy here.  By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. 

17.3. Please be advised the Platform and the Marketplace Offerings are hosted in the operating Territory. If you access the Platform or the Marketplace Offerings from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Territory, then through your continued use of the Platform, you are transferring your data to Territory and you expressly consent to have your data transferred to and processed in Territory. 

18.1. We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a“Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. 

18.2. Please be advised that under applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney.

19. TERM AND TERMINATION

19.1. These Terms of Use shall remain in full force and effect while you use the Platform. 

19.2. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE Platform AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION ON THE PLATFORM AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

19.3. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

20. MODIFICATIONS AND INTERRUPTIONS

20.1. We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. 

20.2. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or the Marketplace Offerings. 

20.3. We cannot guarantee the Platform and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. 

20.4. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform or the MarketplaceOfferings during any downtime or discontinuance of the Platform or the MarketplaceOfferings. 

20.5. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

21. GOVERNING LAW

21.1. These terms shall be governed by and defined following the laws of the operating Territory.

21.2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the Territory.

22. MISCELLANEOUS PROVISIONS

22.1. Except as otherwise provided, if any provision of these Terms is held to be invalid, void, or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. 

22.2. We may transfer and assign any of our rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you consent to any such transfer or assignment.

22.3. If we fail to take any action concerning your breach of these Terms, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.

22.4. In no event shall Shopnest be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control.

23. DISCLAIMER

23.1. THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. 

23.2. YOU AGREE THAT YOUR USE OF THE PLATFORM SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

22.3. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY 

22.3.1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, 

22.3.2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE Platform 

22.3.3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN 

22.3.4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE Platform, 

22.3.5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE Platform BY ANY THIRD PARTY, AND/OR  

22.3.6. ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. 

22.4. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

24. LIMITATIONS OF LIABILITY

24.1. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

24.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD BEFORE ANY CAUSE OF ACTION ARISING CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 

25. INDEMNIFICATION

25.1. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorney’s fees and expenses, made by any third party due to or arising out of: 

25.1.1. your Contributions;

25.1.2. use of the Site; 

25.1.3. breach of these Terms of Use; 

25.1.4. Any breach of your representations and warranties outlined in these Terms of Use; 

25.1.5. your violation of the rights of a third party, including but not limited to intellectual property rights; 

25.1.6. any overt harmful act toward any other user of the Platform with whom you connected via the Platform. 

25.2. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

26. USER DATA & DATA DELETION

26.1. We will maintain certain data that you transmit to the Platform to manage the performance of the Platform, as well as data relating to your use of the Platform. Although we perform routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

26.2. Aside from data published by you on your store we also keep your personal data such as your name, phone number, and contact details for your identification and public promotion purposes according in accordance with sections 9 – 11 hereabove. 

If you wish to delete user account data, you have to request us to delete your account. Subject to your Shopnest user account being no longer required in the future, please send your request with the account registered email to [email protected]. Your account will be deleted and all data will no longer be saved.

27. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

27.1. Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Platform, satisfy any legal requirement that such communication is in writing. 

27.2. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE Platform. 

27.3. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

28. MISCELLANEOUS

28.1. These Terms of Use and any policies or operating rules posted by us on the Platform or concerning the Platform constitute the entire agreement and understanding between you and us. 

28.2. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

28.3. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or use of the Platform. You agree that these Terms of Use will not be construed against us by having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

29. CONTACT US

29.1. In order to resolve a complaint regarding the Platform or to receive further information you can contact us by using the contact form here.  

29.2. You may contact our sellers for inquiries including any disputes by requesting their contact details. 

July 27, 2023
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