1. ACCEPTANCE OF TERMS AND CONDITIONS
1.1. By using the Winds – Partner mobile application (the “Platform”), you,
the customer (“you”, “your”, or the “Partner” in this document) unconditionally
agree to the terms and conditions that we, M/s Winds E Private Limited, a partnership firm
under the Indian Partnership Act, 1932, having its corporate office at 235,
Suraj Centre, 2nd Floor, 27th Cross Rd, 7th Block, Jayanagar, Bengaluru,
Karnataka 560082, India. (“Winds”, “we”, “us” or “our” in this document) have
provided herein for the use of the Winds Platform owned and maintained by us.
All interactions on the Winds Platform must comply with these Terms of Use. If
you do not wish to agree to the outlined terms and conditions herein (the “Terms
of Use” in this document), please refrain from using the Winds Platform.
1.2. For the purpose of these Terms of Use, wherever the context so
requires, “you” or “Partner” shall mean any natural or legal person who has
agreed to become a vendor/ seller on the Platform by providing Registration Data
while registering on the Platform as Registered Partner using any computer
systems or mobile devices. We allow the Partner to surf the Platform without
registration.
1.3. Please read these Terms of Use carefully, by browsing, accessing or
using the Platform or by using any facilities or services made available through
or on it, you are agreeing to the Terms of Use that appear below (all of which
are called “Agreement”). This Agreement is made between you and us. Use of the
Platform and any sales made thereto are each subject to the Terms of Use set out
in this Agreement.
1.4. We at all times reserve the right to amend these Terms of Use. All
amendments and changes to these Terms of Use will be available online. Such
changes may include, among other things, addition of certain fees or charges. We
suggest you, therefore, that you re-read this important notice containing out
Terms of Use and Privacy Policy from time to time so that you remain informed as
to any such changes. If we make changes to our Terms of Use and Privacy Policy
and you continue to use our Platform, you are deemed to have implicitly agreed
to the amended Terms of Use and Privacy Policy. Unless specified otherwise, any
such deletions or modification shall be effective immediately upon Winds posting
thereof. Continued use of any of the services provided via the Platform
including information services, content and transaction capabilities on the
Platform, including the ability to make sales, you’re your store, list your
products/ services, list the offers on your products or services, receive
payments from your customers through the Platform (such customers being
“Patron”) (all of which are called “Services” in this document) will be deemed
to constitute acceptance of the new terms and conditions. We may immediately
terminate these Terms of Use or any Services with respect to you, or generally
cease offering or deny access to the Services or any portion thereof, at any
time for any reason.
1.5. Unless otherwise notified by you to Winds, by using the Platform, you
agree that Winds may provide you with any communication associated with the
Services including payment notifications through telephonic calls, SMS,
WhatsApp, E-Mail and other such similar communication services.
2. GENERAL
2.1. Partner Accounts. In order to use most aspects of the Services, you
must register for and maintain an active personal account (“Account”). You must
be at least 18 years of age to obtain an Account or to use the Platform without
creation of the Account as well. Account registration requires you to submit to
Winds certain personal information, such as your name, address, mobile phone
number, as well as at least one valid payment method (either credit card/ debit
card or any other acceptable payment partner) at the time of making payment.
Being a vendor on the Platform, you will also be required to provide a valid PAN
Number, Aadhar Card Number, GSTIN, validated bank account and other relevant
documents that may be necessary to complete the ‘know your customer’ procedure
of Winds. You agree to maintain in bona fide accurate, complete and up-to-date
information in your Account. Your failure to maintain accurate, complete and
up-to-date Account information, including having an invalid or expired payment
method and/or invalid PAN, Aadhar, or other such details on file, may result in
your inability to access and use the Services or Wind’s termination of these
Terms of Use with you. You are responsible for all and any activities that occur
under your Account and you agree to maintain the security and secrecy of your
Account username and password at all times. Unless otherwise permitted by Winds
in writing, you may only possess one Account. You shall not use the Winds
Platform for any illegal or fraudulent purposes barred by law or in general
including creation of multiple accounts. Any such illegal or fraudulent use may
render you liable under civil and/or criminal action along with quasi-judicial
enquiry, if any, including but not limited to equitable remedies, injunctions,
etc. and all other remedies available at the recourse of Winds Platform. Winds
also reserves the right to disable your use or cancel your Account for any
illegitimate and/ or fraudulent usage or purchases.
2.2. Territory. The Platform and the Services and any sales are directed
solely to those who access the Platform from the Republic of India. Winds makes
no representation that Services are available or otherwise suitable for use
outside the Republic of India. If you choose to access the Platform (or use the
Services or make a sale) from a location outside the Republic of India, you do
so on your own initiative and are responsible for the consequences thereof.
2.3. Platform. Winds provides an interactive online service owned and
operated by Winds through its Platform, consisting of information services,
content and transaction capabilities provided by various online and offline
vendors with whom it has business relationships. The Patrons on the Winds
Platform can access such information and interact with such vendors and make
payment for any goods/ services availed from them.
2.4. Right to Transfer. The right to use the Platform is personal to the
Partner and is not transferable to any other person or entity. The Partner shall
be responsible for protecting the confidentiality of Partner’s passwords, if
any. The Partner understands and acknowledges that, although the Internet is
often a secure environment, sometimes there are interruptions in service or
events that are beyond the control of Winds, and Winds shall not be held
responsible for any data lost or misused by a third party while transmitting
information on the Internet in any manner whatsoever.
2.5. Not on Uninterrupted Basis. While it is Wind’s objective to make the
Platform accessible at all times, the Platform may be unavailable from time to
time for any reason including, without limitation, routine maintenance. You
understand and acknowledge that due to circumstances both within and outside of
the control of Winds, access to the Platform may be interrupted, suspended or
terminated from time to time. Winds reserves the right, in its sole discretion,
to terminate the access to any or all Winds services or any portion thereof, at
any time, without notice. Winds shall also have the right at any time to change
or discontinue any aspect or feature of the Platform, including but not limited
to, content, graphics, offers, settings, hours of availability, and equipment
needed for access or use. Further, Winds may discontinue disseminating any
portion of information or category of information, may change or eliminate any
transmission method, and may change transmission speeds or other signal
characteristics.
3. PARTNER CONDUCT
3.1. Restrictions. The Partner undertakes without limitation, not to use or
permit anyone else to use the Services or the Platform:
a) To upload, send or receive any information for which you have not
obtained all necessary licenses and/or approvals (from us or third parties); or
which constitutes or encourages conduct that would be considered a criminal
offence, gives rise to a civil liability or otherwise be contrary to the law of
or infringes the rights of any third party in any country in the world;
b) To upload, send, or receive any material which is technically harmful
(including computer viruses, logic bombs, trojan horses, worms, harmful
components, corrupted data, malicious software, harmful data, or anything else
which may interrupt, interfere with, corrupt or otherwise cause loss, damage,
destruction or limitation to the functionality of any software or computer
equipment);
c) To intercept or attempt to intercept any communications transmitted by
way of telecommunication system for a purpose other than for which we have
designed them or intended them to be used; or for any fraudulent purposes; or in
any way which is calculated to incite hatred against any ethnic, religious or
any other minority or is otherwise calculated to adversely affect any
individual, group or entity;
d) To upload, send or receive any material which is not civil or tasteful;
e) To upload, send or receive any material, including Partner Content, which
is unlawful, harmful, tortious, threatening, abusive, harassing, hateful,
racist, homophobic, infringing, pornographic, violent, misleading, grossly
offensive, of an indecent, obscene or menacing character, blasphemous or
defamatory or of a libelous nature of any person or entity, in contempt of Court
or in breach of confidence, or which infringes the rights of another person or
entity, including copyrights, trademarks, trade secrets, patents, rights of
personality, publicity or privacy or any other third party rights; or
f) To cause annoyance, inconvenience or needless anxiety.
3.2. Forbidden Uses. The following uses of the Platform are expressly
prohibited and you undertake not to do (or to permit anyone else to do) any of
the following:
a) Resell the Services or the Platform;
b) Furnish false data including false names, addresses and contact details
and fraudulent use or credit/ debit card numbers or net banking or any other
mode of payment;
c) Attempt to circumvent our security or network including but not limited
to accessing data not intended for you, logging into a server or Account you are
not expressly authorized in writing to access, or probe the security of other
networks (such as running a port scan);
d) Access the Services or Platform in such a way as to, or commit any act
that would or does, impose an unreasonable or disproportionately large burden on
our infrastructure or that otherwise interrupts or interferes with its
functionality, efficiency or operation;
e) Execute any form of network monitoring which will intercept data not
intended for you;
f) Offer for sale any goods or services which are in contravention with the
laws of India or the public policy of India;
g) Entering into fraudulent interactions or transactions with a Patron on
the Platform;
h) Use the Services or Platform in breach of this Agreement;
i) Use in an unauthorized manner, or forge or mail header information;
j) Engage in any unlawful or criminal activity in connection with the use of
the Services and/or Platform;
k) Copy or use any Partner Content for any commercial purposes;
l) Engage in any frivolous act that hampers the goodwill and brand
reputation of Winds or its Platform in any manner whatsoever.
3.3. Any conduct by a Partner that in Winds’ exclusive discretion is in
breach of the Terms of Use or which restricts or inhibits other vendors or
Patrons from using or enjoying the Platform is strictly prohibited. The Partner
shall not use the Platform to advertise or perform any religious, political or
non-commercial solicitation, including but not limited to, the solicitation of
users of the Platform to become users of other online or offline services
directly or indirectly competitive or potentially competitive with Winds.
3.4. Winds reserves the right to prevent you from using the Platform and to
prevent you from making any sale through the Platform, if your conduct is found
to be in question or in contravention of the terms of the Agreement.
4. TRADE OF PRODUCTS AND/OR SERVICE
4.1. Winds takes no responsibility for the fulfilment of payment by the
Patrons to you. Further, Winds shall at no time be liable for/ on behalf of you
to the Patrons for the quality, safety, usability or any other aspect of the
products or services availed by such Patron through your store on the Platform.
4.2. It is hereby clarified that Winds, at all times, disclaims any warranty
or liability in relation to the services/ products which have been purchased/
sold through the Platform, for instance the quality, merchantability,
imperishable in nature, fit for human consumption, etc.
4.3. You understand that the Platform is a service provided by Winds in the
form an electronic marketplace and an intermediary. All listings on the Platform
are done by the Partners and Winds shall not be liable for any such listing.
Winds does not in any manner actively monitor the content on the Platform. All
Partners agree that their use of the Platform is subject to their own risk.
4.4. You, as a Partner shall be responsible for the content uploaded by you
on the Platform and you hereby undertake to ensure that all such content is in
compliance with this Agreement and does not breach any intellectual property
rights or proprietary rights of any third party.
4.5. You, as a Partner further warrant to us that all content uploaded by
you is true and correct and that any brand names, trade marks, service marks and
alike used by you on the platform are owned or duly licensed by you.
4.6. Regardless of which Services are accessed by you, Winds shall not be
responsible for any transaction that you make with the Patrons, or attempt to
make, using the online-payment capability of the Platform.
4.7. You undertake to keep the stock of goods/ serve ready for delivery/
sale to meet the demand placed by the Patron. You undertake and assure that the
products shall not be sold to the Patrons above the maximum retail price.
5. PARTNER COVENANTS
You hereby covenant to Winds that:
5.1. You possess all the requisite legal rights over the goods on sale at
your store and made available through the Platform. You are legally entitled to
transfer the goods to the Patron in lieu of the consideration.
5.2. You undertake to sell the goods to the Patron, strictly in accordance
with the specification received from the Patron and it is your sole
responsibility to ensure the sale of correct item and within the specified time.
5.3. You agree to maintain proper stock/ inventory of the items at your
store;
5.4. You shall not do any act or deal in any goods/ services which are
prohibited by law or violate any intellectual property rights or proprietary
rights of any third party;
5.5. You declare that you have all the rights, authorizations, and
permissions from the requisite authorities to do business of selling, supplying
and marketing the products as showcased on the Platform by you. You ensure that
during the performance of such business, you shall not violate any law;
5.6. You shall be solely responsible for the quality, quantity,
merchantability, guarantee, warranties in respect of the goods offered for sale
on the Platform;
5.7. You shall promptly inform Winds, if any complaint or request for
refund/ replacement is received from such Patron;
5.8. You shall be solely responsible for any dispute that may arise between
you and a Patron relating to the goods/ services sold by you. No claim of
whatsoever nature shall be raised in this respect to Winds;
5.9. You shall be responsible for compliance of all applicable laws and
regulations including without limitation, taxation laws, metrology laws, labour
laws, drugs and cosmetics Act and other applicable laws.
5.10. You shall provide accurate and correct information regarding your
store on the Platform and shall not attempt to deceive, fraud or misrepresent
anything to a Patron;
5.11. You shall not act on behalf of Winds and shall not portray that you
are an employee of Winds.
6. PAYMENTS AND SECURITY
6.1. The Partner agrees and understands that all payments from the Patrons
must be received through Platform using the payment gateway service provider
(“Payment Processor”) made available on the Platform by Winds.
6.2. The Partner shall not share his/ her personal sensitive information
like credit/ debit card number, CVV, OTP, card expiry date, user IDs, passwords,
etc with any person including the agents, employees or representatives of Winds
nor shall the Partner share any such information of a Patron that he may have
access to. The Partner shall immediately notify Winds if such details are
demanded by any of its agents, employees or representatives. Winds shall not be
liable for any loss that the Partner incurs for sharing the aforesaid details.
6.3. Winds or its affiliates or any of its representatives will never ask
for sensitive information like user ID, PIN, Internet banking passwords, CVV
Number, OTP etc through phone/ SMS/ email/ or any other method of communication.
We request you to not share or respond/ provide any such details to anyone.
6.4. From time to time, there will be circumstances where Winds does not
receive valid, complete and/or otherwise sufficient data relating to
transactions made through the Platform. All such payments shall be handled by
the Payment Processor rather than Winds. Under no circumstances shall Winds be
responsible for Payment Processor’s errors, omissions, negligence, reckless or
intentional acts, privacy or publicity rights, violations and/or security
breaches, including with respect to any notification obligations related
thereto.
6.5. It is hereby clarified that for availing any benefits on the Platform,
all transactions must be undertaken through the “Pay Now” feature provided on
the Platform through the Payment Processors service. Any transaction occurring
in cash or kind or through any means outside of the Platform, except as covered
herein, shall not be deemed eligible for any benefits on the Platform.
7. SERVICE FEE
7.1. Winds has categorized different types of businesses based upon their
operations. In accordance with this categorization, Winds charges the Partners
certain percentage of their transactions as a “service charge”. This service
charge is a convenience fee toward Winds for providing the Platform and shall be
deemed as such.
7.2. You agree to pay such service charge to Winds for all transactions made
through the Payment Processor on the Platform. The liability to comply with the
provisions of applicable laws including taxation laws, shall be solely vested
with you.
7.3. All transactions made through the Platform shall be cleared and
deposited in your validated bank account within 1-2 banking days after automatic
deduction of the service charge. In case of any discrepancy, you may contact the
Winds customer service.
7.4. Winds shall not be responsible for any complications, interruption of
business, stoppage of payment or cancellation of payments owing to the actions
or inactions of the Patron, you or the Payment Processor. It is hereby
understood that Winds does not actively participate in the payment processing
operation and the same is done through the Payment Processor which has its own
terms of use and you shall be required to abide by the same.
8. REWARD POINTS
8.1. Winds offers reward points in the form of “WSP” or “Winds Service
Points” to Partners for making certain sales on the Platform. You may earn WSPs
in a variety of ways as specified by Winds, such as transacting for all sales
with Patrons through the Platform and other ways as indicated by Winds from time
to time. Winds reserves the right to change, add, or remove any award types and
the method by which the Partners can earn and utilize WSP, for any reason and
without notice to you, in its sole discretion and at any time.
8.2. Offline Partners. For any sales made by you to the Patrons, you will be
eligible to receive the applicable WSP only if you receive the payments for such
sales through the Platform using the Payment Processors service.
8.3. Online Partners. For any sales made by you to the Patrons, you will be
eligible to receive the applicable WSP only if, at the time of purchase, the
Patrons had accessed the your portal/ mobile application through the links
provided on the Platform.
8.4. Certain transactions may not be eligible to receive WSPs. At Winds sole
discretion, entire transactions may be determined to be ineligible for WSP or
the award of only partial WSPs.
8.5. WSPs may not be awarded or used until a certain time period has expired
(for example, for fulfilling your return policy criteria). If a Patron makes a
return, you undertake that you shall inform Winds in writing or if the
transaction is invalidated, disputed or does not settle for any reason, and upon
happening of such events, Winds may decrement some or all pending WSP from your
Account, as determined and at the sole discretion of Winds. If you take a return
for cash, store credit or credit to a different credit/ debit card of the
Patron, we shall still have the discretion to decrement the WSP from your
Account.
8.6. Once you have at least 5,000 WSP, the WSP shall automatically convert
into a lucky draw coupon and make you eligible to participate in the Lucky Draw
Events held by Winds. Please refer to the Terms and Conditions of the Lucky Draw
for more details. It is hereby understood and agreed by you that the WSP may
only be used/ redeemed for a lucky draw participation coupon. At no time shall
Winds be liable or you be entitled to, redeem the WSP for cash/ credit/ or any
other such monetary reward other than as specified herein above.
9. REFUNDS
9.1. In the rare circumstances where the payment has been made by the Patron
through the Platform and not received by the Partner, shall be dealt with in
accordance with the applicable law. The Partner shall notify Winds immediately
upon occurrence of such event. In case of any applicable refund, the Partner
shall be completely responsible for all charges, fees, duties, taxes and
assessments arising out of the use of the service, as per the applicable laws.
9.2. It is clarified that in case of any default in the banking channel of
the Patron or the Partner or the Payment Processor, Winds shall be not held
liable or responsible in any manner whatsoever for any losses, claims,
liabilities, damages, etc. to anyone.
9.3. In no event shall Winds be obligated to refund any amount on your
behalf. The policy of refund shall entirely depend and governed by your internal
refund policy. In case of refund, the WSP issued by Winds with respect to the
refunded transaction, shall be withdrawn by Winds, at its sole discretion.
Further you shall not be entitled to refund of any service charge paid by you on
the refunded transaction.
9.4. In case where the applicable WSP has been utilized toward a Lucky Draw,
and a refund of the transaction where such WSP were earned occurs, then Winds
shall be entitled to, in its sole discretion, to adjust such WSP against any
future transaction of the Partner.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Winds grants you a limited, personal, non-transferable, non-exclusive,
revocable license to access and use the Platform pursuant to this Agreement and
to any additional terms and policies set forth by Winds. All Intellectual
Property Rights (including all copyright, patents, trade marks, service marks,
trade names, designs – including the “look and feel” and other visual or
non-literal elements, whether registered or unregistered) in the Platform and
Service, (subject to the title and ownership rights as mentioned below)
information content on the Platform or accessed as part of the Service, any
database operated by us and all design, text, graphics, software, photos,
videos, music, sound and their selection and arrangement, and all software
compilations, underlying source code and software (including applets and
scripts) shall remain our property (or that of our licensors). You shall not,
and shall not attempt to, obtain any title to any such intellectual property.
All rights reserves.
10.2. None of the material listed in this clause may be reproduced or
redistributed or copied, distributed, republished, downloaded, displayed, posted
or transmitted in any form or by any means, sold, rented or sub-licensed, used
to create derivative works, or in any way exploited without our prior express
written permission. You may, however, retrieve and display the content of the
Platform on a mobile device for your own personal, non-commercial use. You may
not otherwise reproduce, modify, copy or distribute or use for commercial
purposes any of the materials or content on the Platform without our permission.
10.3. “WINDS”, the Winds Logos and any variations thereof found on the
Platform are trademarks owned by Winds and all use of these marks inures to the
benefit of Winds only. All rights (including goodwill and where relevant, trade
marks) in the Winds name are owned by us (or our licensors). Other product and
company names mentioned on the Platform are trademarks or registered trade marks
of their respective owners.
10.4. The title, Ownership Rights and Intellectual Property Rights in and to
the content accessed using the Service is the property of the applicable content
owner or Partner and may be protected by applicable copyright or other law. The
Agreement gives you no right to such content.
10.5. Subject to the Clause below, any material you transmit or post or
submit to the Platform (or otherwise to us) shall be considered (and we may
treat it as) non-confidential and non-proprietary, subject to our obligations
under the data protection legislations or such legislation that provides for
protection of electronic data under Indian laws. If for some reason, any part of
that statement does not work as a matter of law, then for anything which you
supply to use from whatever source, you grant us a royalty-free, perpetual,
irrevocable, non-exclusive right to use, copy, modify, adapt, translate, public
and distribute world-wide any such material.
10.6. All comments, suggestions, ideas, notes, drawings, concepts or other
information: (i) disclosed or offered to us by you; or (ii) in response to
solicitations by us regarding the Service or the Platform; (in each foregoing
case, these are called "Ideas") shall be deemed to be and shall remain our
property and you hereby assign by way of present and future assignment all
intellectual property rights in Ideas, to us. You understand and acknowledge
that we have both internal resources and other external resources that may have
developed or may in the future develop ideas identical to or similar to Ideas
and that we are only willing to consider Ideas on these terms. In any event, any
Ideas are not submitted in confidence and we assume no obligation, express or
implied by considering it. Without limitation, we shall exclusively own all now
known or hereafter existing rights to the Ideas of every kind and nature
throughout the world and shall be entitled to unrestricted use of the Ideas for
any purpose whatsoever, commercial or otherwise without compensation to the
provider of the Ideas.
11. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
11.1. The Partner expressly agrees that use of the Platform is at the
Partner’s sole risk. Neither Winds, its affiliates, business associates nor any
of their respective employees, agents, and Partners warrant that use of the
Platform will be uninterrupted or error-free; nor do they make any warranty as
to (i) the results that may be obtained from use of this Platform, or (ii) the
accuracy, reliability or content of any information, service or merchandise
provided through the Platform; or (iii) reliability of the Payment Processors
services.
11.2. The Platform is made accessible on an “as is” basis without warranties
of any kind, either express or implied, including, but not limited to,
warranties of title or implied warranties of merchantability or fitness for a
particular purpose, other than those warranties which are implied by and
incapable of exclusion, restriction or modification under the laws applicable to
this Agreement.
11.3. We do not give any warranty that the Services or the Platform are free
from viruses or anything else which may have a harmful effect on any technology.
11.4. We reserve the right to change, modify substitute, suspend or remove
without notice any information or service from the Platform forming part of the
Service from time to time. Your access to the Platform and/ or the Services may
also be occasionally restricted to allow for repairs, maintenance or the
introduction of new facilities or services. We will attempt to restore such
access as soon as we reasonably can. We assume no responsibility for
functionality, which is dependent on your browser or other third party software
to operate.
11.5. We reserve the right to block access to and/ or to edit or remove any
material, which in our reasonable opinion may give rise to a breach of this
Agreement.
11.6. This disclaimer of liability applies to any damages or injury caused
by any failure of performance, error, omission, interruption, deletion, defect,
delay in operation or transmission, computer virus, communication line failure,
theft or destruction or unauthorized access to, alteration of, or use of record,
whether for breach of contract, tortuous behavior, negligence, or under any
other cause of action. The Partner specifically acknowledges that Winds is not
liable for the defamatory, offensive or illegal conduct of other users or third
parties and that the risk of injury from the foregoing rests entirely with the
Partner.
11.7. Winds shall be under no liability whatsoever in respect of any loss or
damage arising directly or indirectly out of the decline of authorization for
any Transaction, on account of the cardholder having exceeded the preset limit
mutually agreed by us with our associated banking partners from time to time.
11.8. Winds will have no liability with respect to the acts, omissions,
errors, representations, warranties, breaches or negligence on part of any
Patron.
11.9. Unless explicitly committed by Winds, as part of any Service:
a) Winds assumes no liability for the standard of service as provided by you
to a Patron;
b) Winds provides no guarantee with regard to their quality or fitness as
represented by you to a Patron;
c) Winds doesn’t guarantee the availability of any services as listed by you
to a Patron;
d) Winds doesn’t guarantee or undertake any liability on behalf of a Patron
to you.
11.10. To the fullest extent permissible under applicable law, we limit our
liability. in particular, we shall not be liable for any damages that we cause
unintentionally and we shall not be liable to you for any actual, incidental,
indirect or consequential loss or damage howsoever caused, provided that nothing
in this Agreement will be interpreted so as to limit or exclude any liability
which may not be excluded or limited by law. For example, we shall not be liable
to you for any of the following types of damages, whether in contract, tort
(including negligence and strict liability) or otherwise (whether such loss or
damage was foreseeable, known or otherwise): (i) loss of revenue; (ii) loss of
actual or anticipated profits; (iii) loss of the use of money; (iv) loss of
anticipated savings; or (v) loss or corruption of, or damage to, data, devices,
systems, or programs. If you are dissatisfied with any portion of the Platform
or Services, or with any clause of these terms, as your sole and exclusive
remedy you may discontinue using the Platform. Although we will not be liable
for your losses caused by any unauthorized use of your Account, you may be
liable to others as well as to us if your Account is used in violation of the
terms and conditions of this Agreement. In no event will Wind’s total liability
arising out of or in connection with these terms or from the use of or inability
to use the Platform exceed the amount of service charges received by us through
your transactions in the 1 (one) months preceding the event of liability. The
exclusions and limitations of damages set forth above are fundamental elements
of the basis of the relationship between Winds and you.
12. TERMINATION
12.1. Winds may terminate this Agreement at any time. Without limiting the
foregoing, Winds shall have the right to immediately terminate any passwords or
accounts of a Partner in the event of any conduct by the Partner which Winds, in
its sole discretion, considers being unacceptable, or in the event of any breach
by Partner of this Agreement.
12.2. One Partner can have only one Account with a unique e-mail ID and
unique phone number. If Winds has any suspicion or knowledge that any of its
Partners have created multiple Accounts with different e-mail addresses or phone
numbers (including but not limited to account creation by using false names or
providing misleading data for creating those Accounts or using disposable email
addresses or disposable phone numbers) to generate additional WSP or misuse or
take undue advantage of the benefits being provided on the Winds Platform, then
Winds may while reserving its rights to initiate civil and/ or criminal
proceedings against such Partner may also at its sole discretion terminate,
suspend, block, restrict, cancel the Account of such Partner and/ or disqualify
that Partner and any related Partners from availing the services ordered or
undue benefits availed through these Accounts.
12.3. All such provisions wherein the context so requires, including Clauses
on Intellectual Property Rights, Disclaimer of Warranty, Limitation of
Liability, Indemnification and Termination above will survive termination of
this Agreement.
12.4. Our right to terminate this Agreement shall not prejudice any other
right or remedy we may have in respect of any breach or any rights, obligations
or liabilities accrued prior to termination.
13. THIRD PARTY CONTENT
13.1. Winds, similar to an Internet Service Provider, is a distributor (and
not a publisher) of content supplied by Patrons and Partners. Accordingly, Winds
does not have editorial control over such content. Any opinions, advice,
statements, services, offers, or other information or content expressed or made
available by third parties, including Patrons, or any other Partners are those
of the respective author(s) or distributors and not of Winds.
13.2. Neither Winds nor any third-party provider of information guarantees
the accuracy, completeness, or usefulness of any content, nor its
merchantability or fitness for any particular purpose (refer to the Clause for
‘Disclaimer of Warranty, Limitation of Liability’ above for the complete
provisions governing limitation of liabilities and disclaimers of warranty).
13.3. Under no circumstances will Winds be liable for any loss or damage
caused by Partner’s reliance on information obtained through the Platform. It is
the responsibility of Partner to evaluate the accuracy, completeness or
usefulness of any information, opinion, advice, etc. or other content available
through the Platform.
13.4. Unless you have executed a written agreement with Winds expressly
permitting you to do so, you may not provide a hyperlink to the Platform from
any website. Winds reserves the right to revoke its consent to any link at any
time in its sole discretion.
13.5. Winds may place advertisements in different locations on the Platform
and at different points during use of the Platform. These locations and points
may change from time to time at the sole discretion of Winds.
13.6. You are free to select or click on advertised goods and services or
not as you seem fit. Winds is not responsible for the merchantability, quality
or other aspects of the advertised goods and services and does not in any manner
endorse such advertised goods and services.
14. FORCE MAJEURE
14.1. Without prejudice to any other provision herein, Winds shall not be
liable for any loss, damage or penalty as a result of any delay in or failure to
deliver or otherwise perform hereunder due to any cause beyond Wind’s control,
including, without limitation, acts of the Partner, embargo or other
Governmental act, regulation or request affecting the conduct of Wind’s
business, fire, explosion, accident, theft, vandalism, riot, acts of war,
strikes or other labor difficulties, lightning, flood, windstorm or other acts
of God.
15. OUR PRIVACY POLICY
15.1. By creating an Account and participating in the Platform, you agree
that Winds may access information about you and the actions you take, such as
videos you watch, surveys to which you respond, items you buy, and other
relevant information. In addition, as applicable, you agree that Winds may
access your device’s camera, location tags and other information and that Winds,
its agents, employees or representatives, may review submissions made by you and
your device. Winds Platform is operated in and is intended for use for people
within the territory of Republic of India only. If you create an Account and are
a Partner on the Platform, your information will be stored and processed in
India, and you specifically consent to Wind’s storage and processing of the
personal data you submit. You may access your information and confirm its
correctness and use the Platform in accordance with the Privacy Policy of the
Platform.
16. ASSIGNMENT
16.1. We reserve the right to assign or transfer our rights and obligations
under this Agreement. These terms are personal to you and as a result, you may
not, without the written consent of Winds, assign or transfer any of your rights
and obligations under this Agreement. There shall be no third-party
beneficiaries to this Agreement.
17. INDEMNIFICATION
17.1. You agree to defend, indemnify and hold harmless Winds, its
affiliates, officers, directors, employees and agents from and against any and
all claims, damages, obligations, losses, liabilities, costs or expenses
(including but not limited to attorney’s fees) arising from: (i) your use of and
access to the Platform and/or Services; (ii) your violation of any term of this
Agreement; (iii) your violation of any third-party right, including without
limitation any intellectual property rights, property, privacy or
confidentiality right; (iv) any delivery/ sale of defective/ non-conforming/
inferior quality goods to a Patron; (v) any non-compliance or contravention of
laws applicable to your store/ establishment or your ability to provide your
goods/ services for sale on the Platform; or (vi) any claim that your Partner
Content caused damage to a third party. This defence and indemnification
obligation will survive this Agreement and your use of the Platform.
17.2. Winds makes no warranty concerning, is not responsible for and does
not endorse any goods or services provided by you, and you agree that any
recourse for dissatisfaction or problems with those goods or services by a
Patron will be sought from you by the Patron and not from Winds.
18. GOVERNING LAW AND DISPUTES
18.1. By using the Platform and Services you exclusive agree that, without
regard to the principles of conflict of laws, the laws of India shall govern
these Terms, your use of the Platform and Services and any dispute of any sort
that may arise between you and Winds.
18.2. If a dispute arises between you and Winds, our goal is to provide you
a neutral and cost effective means of resolving the dispute quickly. To that
end, you agree to first contact Winds customer support via the contact
information made available on the Platform and seek resolution. If that does not
resolve the issue, then you and Winds agree that any dispute or claim relating
to your use of the Platform or Services through the Platform, will be resolved
through binding arbitration in accordance with the Arbitration and Conciliation
Act, 1996 as amended from time to time. The arbitration shall be conducted by a
sole arbitrator appointed with mutual consent of the you and Winds. The language
of arbitration shall be English. The venue of arbitration shall be Lucknow,
Uttar Pradesh. The arbitral award rendered under such arbitration shall be final
and binding upon Winds and you.
19. TAKE DOWN POLICY
19.1. We do not and cannot verify if the Partners have the right or ability
to sell or distribute their listed products or services or if the Partners
listed on the Platform have provided accurate/ correct information regarding
their location, name, category of goods or any other such information.
Therefore, you shall be liable in case of any infringement action brought by any
third party against us due to any content uploaded by you on the Platform. We
are committed to removing any infringing or unlicensed product or service once
an authorized representative of the rights owner properly reports them to us. We
sincerely want to ensure that item listings do not infringe upon the copyright,
trademark or other intellectual property rights of third parties. Any person or
company who holds intellectual property rights (such as a copyright, trademark
or patent) that may be infringed upon by listings on Winds is encouraged to
report the same to our Legal Team. In case you have infringed upon a third
party’s intellectual property rights or other proprietary rights, we reserve the
right to block your access to your Account and remove any and all content
uploaded by you on the Platform.
20. SEVERABILITY & WAIVER
20.1. In the event that any term of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of these terms
shall remain valid and enforceable. We can replace any term which is not valid
and enforceable with a term of similar meaning which is valid and enforceable.
20.2. Any failure by us to enforce any of the terms of this Agreement shall
not affect our right to require performance at any subsequent time, nor shall
the waiver by us of any breach by you of any provisions of these terms be taken
to be a waiver of the provision or provisions itself.
21. ENTIRE AGREEMENT
21.1. This Terms of Use, along with the Privacy Policy, Lucky Draw Terms and
Conditions and other guidelines, notices or rules that are separately posted for
particular service on the Platform, contains the entire Agreement between you
and Winds regarding your use of the Platform.
22. RELATIONSHIP OF PARTIES
22.1. Nothing in this Agreement shall be construed as creating a
relationship of partnership, joint venture, agency or employment between you and
Winds. The Agreement is on principal to principal basis. Winds shall not
responsible for any acts/ representation or commission/ omission done by you and
neither Party shall have any power or authority to represent, bind or assume any
obligation on behalf of the other.
23. GRIEVANCE REDRESSAL OFFICER
23.1. In the event of any violation by any user of the Platform with respect
to the content being obscene, menacing, grossly offensive, infringing
intellectual property, or otherwise gross violation of these Terms of Use or
contravention of the laws, you may provide your concerns in writing to us at:
Name: Aris Naeim
Email: grievance@winds.co.in
23.2. Additionally, you may also contact us via the address given below.
When something gets reported to Winds, we review it and remove anything that
goes against the Agreement. We don’t include any information about the person
who filed the report when we contact the reported persons. However, please note
that reporting something to us does not guarantee that it will be removed as we
be legally bound to retain certain things.
24. CONTACT US
24.1. If you have any questions or comments, or would like to discuss your
Account with our Customer Support staff, please contact us at the details below:
Name – M/s Winds E Private Limited
Address - 235, Suraj Centre, 2nd Floor, 27th Cross Rd, 7th Block, Jayanagar,
Bengaluru, Karnataka 560082, India
Toll Free Number – 1800 103 1032
Email – support@winds.co.in
