Welcome to MetaShop Private Limited (hereinafter referred to as the "MetaShop";, "Company";, "We";, "Us";, "Our";). The following Terms of Use (hereinafter referred to as "Terms";) govern the use of Our website METASHOP AI <https://www.metashopai.com/> and Our webapp MetaShop Web Application <https://app.metashopai.com/> (hereinafter referred to as the "Platform";), except where we expressly state that separate terms (and not these) apply and provide information about that service.
All access and use of the Platform are subject to the Terms (as amended from time to time). By accessing, browsing, or otherwise using the Platform or any other aspect of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept any or all of the terms and conditions provided herein, you shall not access, browse, or otherwise use the Platform.
We reserve the right, at Our sole discretion, to change or modify portions of these Terms at any time. You may read a current, effective copy of these Terms by visiting the "Terms of Use"; link on the Platform. We shall also notify you of any material changes, either through a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. It shall be your responsibility to periodically visit this page to review the current Terms so you are aware of any revisions, modifications or amendments herein.
These Terms constitute an electronic record within the meaning of Section 2(t) of the Information Technology Act, 2000. This electronic record is generated from a computer system and does not require any physical or electronic signatures.
Definitions
On this Platform, the following terms shall have the following meanings, unless the context clearly indicates otherwise:
Interpretation
On this Platform, unless the context otherwise requires:
The Company shall -
The Company and the User (as applicable) hereby represent and warrant to each other as follows:
By using the Platform, you consent to Our Privacy Policy, which is available at <https://sites.google.com/metashopai.com/privacy-policy/home>. The information collected from you, including your registration details, bank and payment related details are subject to Our Privacy Policy.
The User or the Company, as the case may be (the "Receiving Party";) agrees and undertakes that it shall not disclose, and shall ensure that its directors, employees, Affiliates, legal, financial and professional advisors (collectively, the "Representatives";) to whom Confidential Information is made available, treat as confidential and do not disclose, to any third party, any Confidential Information of the User or the Company, as the case may be (the "Disclosing Party";) without the prior written consent of the Disclosing Party. The Receiving Party further undertakes that it, and its Representatives, shall not use such Confidential Information for any purpose other than to fulfil its obligations pursuant to these Terms, except as disclosure is permitted hereunder.
The provisions of this clause 5 shall not apply to:
The Platform enables its Users to create, access, capture, generate, edit, share, and use 3-D models of the real world objects by scanning such objects using any device equipped with a camera and by uploading the captured data on the Platform and such other services as agreed between the Company and User ("Services";).
The Company shall use the three dimensional models generated for the User and also the testimonials and logos of the User for its marketing purposes. The Company agrees to only use those models which have been made public by the User and with the permission of the User, which shall not be unreasonably withheld by the User
We reserve the right to modify or discontinue, temporarily or permanently, any or all part of the Services (or any part thereof) with or without any notice to you. You agree that We shall not be liable for any modification, suspension or discontinuance of the Services, by you or any third party.
The Services provided by the Platform shall be charged to the User as communicated by the Company to the User.
You represent and warrant the following:
We hereby declare that the Company does not process any payments for the Services. To facilitate the payment of the Services via the payment instruments (including but not limited to bank accounts, net banking, credit card or debit card), the Company avails the services of third party payment partners. These payment processing services are bound by their own terms and conditions. By agreeing to the Terms herein, you also agree to the terms and conditions of the payment partner whose services shall be availed by the Company. We do not assume or shall be liable for any payments made on the Platform through the payment partners for the Services.
Any payment made by you shall be final and non-refundable, unless otherwise determined by Us. You may cancel your subscription by sending us an email on the following address:
info@metashopai.com
If you use the Platform, you shall be responsible for maintaining the confidentiality of your username and password and for restricting access to your computer to prevent unauthorized access to your account. You will be solely responsible for all the activities that take place under your username and password. You agree that if you provide any information that is untrue, inaccurate, not correct, or incomplete, We shall have the right to indefinitely terminate, suspend or block access to your account and membership on Our Platform.
You agree to notify Us in case of any breach of password or any unauthorized use of your account and ensure that you exit your account at the end of each session.
We will do Our best to provide you with uninterrupted and error-free access and use of Our Platform. However, due to any change in the internet speed or online connection issues or any other unforeseeable issues, this cannot be guaranteed by Us. We retain the rights to temporarily block access to or suspend your accounts to allow for repairs, upgrades, maintenance, introduction of new facilities or services at any time without any prior notice.
Any Intellectual Property Rights belonging to the Company shall remain vested in the Company.
The User expressly acknowledges and agrees that any and all rights subsisting in the Company are and shall remain the exclusive and absolute property of the Company and/or its Affiliate(s) as applicable.
The User acknowledges that it shall have no proprietary rights in the Company’s IPR and all rights therein shall at all times remain with the Company (and/or its Affiliate as applicable). As such, unless otherwise stipulated herein, the User:
The MetaShop AI name and logos are trademarks and service marks of MetaShop AI (collectively the "MetaShop AI Trademarks";). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to the Company. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of MetaShop AI Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of MetaShop AI Trademarks will inure to Our exclusive benefit.
You shall be solely responsible for all video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials ("Content";) that you make available to the Platform, including by uploading, posting, publishing, or displaying (hereinafter, "Uploading";) via the Services or by emailing or otherwise making available to other Users of the Services (collectively, "User Content";).
We reserve the right to investigate and take appropriate legal action against any User who shall in Our sole discretion, violate any of the provisions provided below, including but not limited to removing such Content from the Platform, suspending or terminating the account of such User and reporting such User to the law enforcement authorities. You agree to not use the Services to:
The technology, software, Intellectual Property and code underlying the Services or distributed in connection therewith are the property of the Company, its Affiliates, and its licensors ("Software";). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Company.
We are headquartered in India. You shall be solely responsible for ensuring compliance with the Applicable Law for the usage of the Services in your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to Indian export laws. Downloading, accessing or using the Software or Services in violation of the Indian export laws is at your sole risk.
You acknowledge and agree that the Services may contain Content or features ("Service Content";) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you Upload to or make available through the Services in accordance with these Terms. Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited.
Under no circumstances will the Company be liable in any way for any content or materials of any third parties (including Users), including for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such Content. You acknowledge We do not pre-screen Content, but that We and our Affiliates and Representatives have the right (but not the obligation) in Our sole discretion to refuse or remove any Content that is available via the Services.
You represent and warrant that you own all the right, title and interest in and to the User Content, including all copyrights and rights of publicity contained therein and hereby grant the Company and its Affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to copy, display, Upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Services and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services ("Submissions";), provided by you to the Company are non-confidential and the Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that the Company may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, Applicable Laws, or government requests; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of the Company, its Users, or the public.
We do not render Our Services for use by children under 18 (eighteen) years of age. If you are under the age of 18 (eighteen) years, you shall use the Services of the Platform with the involvement of a parent or guardian. We do not knowingly solicit or collect personal information from minors under the age of 18 (eighteen) years.
You agree to indemnify and hold the Company, its owner, licensee, Affiliates, subsidiaries, respective officers, agents, directors and employees, harmless from any claim, demand, cost, liability or actions including attorney’s fees, made by any third party or any penalty imposed due to or arising out of your breach of the Terms, Privacy Policy or any other policies or any violation of Applicable Laws, rules, regulations or any rights (including infringement of any intellectual property rights) of any third party.
To the maximum extent permitted by law, the Company and its members, shareholders, subsidiaries, directors, employees, associates, Affiliates, agents, licensors and suppliers will not be responsible and liable for any indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:
These Terms shall be governed by and construed under Indian laws, without regard to the conflicts of law provisions thereof and the courts at Pune shall have exclusive jurisdiction to determine any matter relating to or arising in connection with these Terms.
The Company and the User shall make a good faith effort and exhaust all reasonable methods to amicably settle any and all controversies, disputes or claims arising out of or relating to these Terms or the alleged breach thereof or ancillary agreements regarding its performance. An attempt to arrive at an amicable settlement shall be deemed to have failed as soon as the Company or the User of the Terms so notifies the other in writing or 30 (thirty) days calculated from the date of notice of such dispute given by the Company or the User, have lapsed without an amicable settlement having been reached between the Company and/or the User.
If an attempt at an amicable settlement has failed, the Dispute shall be referred to and finally resolved by arbitration conducted in accordance with the provisions of the Arbitration & Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator jointly appointed by the User and the Company. The seat and venue of the arbitration shall be Pune.
The Terms may be terminated immediately by either the User or the Company for any of the following reasons:
Consequences of Termination. If and when these Terms is terminated for any reason whatsoever, the Company shall immediately cease to provide the Services and the ongoing provision of any Services shall be automatically disrupted without any further rights, claims or obligations to the Company and/or the User provided that nothing contained in the foregoing shall relieve the User of its obligation or liability to pay for Services rendered prior to termination. Furthermore, in the event where the User has provided their SKU’s to the Company for testing and recording purposes, the same shall be returned back to the User, unless otherwise agreed between the Company and the User.
These Terms may be modified, supplemented or amended only by a written instrument executed by the parties hereto. No waiver of any provisions, condition or covenant of these Terms shall be effective as against the waiving party unless such waiver is in writing signed by the waiving party.
If any covenant or provision hereof is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision, each of which is hereby declared to be separate and distinct and enforceable independently. If any provision is void but would be valid if some part of it were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and such deletion shall not affect the enforceability of the remainder of these Terms not so deleted.
The obligations of either the User or the Company under these Terms shall be suspended during the period and to the extent that such User or the Company is prevented or hindered (despite its reasonable best efforts to continue to perform its obligations under these Terms) from complying therewith by any circumstance of Force Majeure and such User or the Company shall not be liable to the other for any loss, injury, delay, damages or other casualty suffered or incurred by the latter due to such suspension of obligations.
As soon as possible after the occurrence of an event of Force Majeure and in any event no later than 5 (five) days after such occurrence, the User or the Company invoking Force Majeure shall provide a notice to the other of the occurrence of such Force Majeure, which notice shall describe in reasonable detail the circumstances under which such Force Majeure has occurred and shall set forth the anticipated effect of such Force Majeure on the performance of the obligations of such User or the Company under these Terms.
The notifying party shall also notify the other party of the termination of such Force Majeure as soon as possible and in any event no later than 5 (five) days thereafter.
Nothing in these Terms, express or implied, is intended to confer upon any party other than the Company and/or the User hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of these Terms, except as expressly provided herein.
The Company and/or the User shall not assign any of their respective rights or obligations under these Terms without the prior written consent of the other.
All notices, requests and other communications which are required or may be given pursuant to the terms of the Terms shall be in writing and shall be deemed to be delivered (a) on the date of delivery when delivered by hand; (b) on the date of transmission when sent by facsimile transmission provided that the User shall keep electronic evidence confirming such transmission; (c) 5 (five) days after dispatch when sent by a reputable courier service that maintains records of receipt.
All notices, requests and other communications which are required or may be given pursuant to the terms and conditions of the Terms shall be addressed as follows:
To the Company
Address: A/502, C/o G Jagannathan, Astonia Royale, Ambegaon Narhe Road, Pune, Maharashtra, 411046
Tel. No: +91-9422058064
Email: sophiya@metashopai.com
If your complaint is not resolved even after complaining through Our complaint mechanism, then you can contact Our grievance officer at:
info@metashopai.com