PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
(Updated on May 10, 2015)
1. Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with SouvNear.com, or (b) you are not permitted to receive any Services under the laws of Hong Kong or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that SouvNear.com may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you
1.4 If SouvNear.com has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.
1.5 You may be required to enter into a separate agreement, whether online or offline, with SouvNear.com or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concern
2. Provision of Services
2.1 The SouvNear.com contracting entity that you are contracting with is Souvnear Inc. ( A Delaware Company) if you are a registered member of the Sites and registered or resident in United States of America/Canada. If you registered in a jurisdiction in the EU/Mainland Europe then you are contracting with Souvnear UK Ltd, (Registered in UK) and for all other destinations in the world you are contracting with Souvnear Global Pvt Ltd a company registered in India.
2.2 You must register as a member on the Sites in order to access and use some Services. Further, SouvNear.com reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that SouvNear.com may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. SouvNear.com may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 SouvNear.com may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
3. Users Generally
3.1 As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.
3.2 You agree to use the Sites or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with SouvNear.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from SouvNear.com is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.4 You agree not to undertake any action to undermine the integrity of the computer systems or networks of SouvNear.com and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.5 By posting or displaying any information, content or material (“User Content”) on the Sites or providing any User Content to SouvNear.com or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to SouvNear.com to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to SouvNear.com that you have all the rights, power and authority necessary to grant the above license.
4. Member Accounts
4.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with SouvNear.com’s approval, one User may only register one member account on the Sites. SouvNear.com may cancel or terminate a User’s member account if SouvNear.com has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, SouvNear.com may reject User’s application for registration for any reason.
4.2 Upon registration on the Sites, SouvNear.com shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify SouvNear.com immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to SouvNear.com or other Users of the Sites. Member shall indemnify SouvNear.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, SouvNear.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Member may not use the Services and member account to engage in activities which are identical or similar to SouvNear.com’s e-commerce marketplace business.
5.5 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for SouvNear.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, SouvNear.com shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.6 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.7 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Limitation of Liability
6.1. Disclaimer of Warranty:THE SITE, ITS CONTENT AND ALL TEXT, IMAGES MERCHANDISE AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT SPECIFICALLY, BUT WITHOUT LIMITATION, SOUVNEAR.COM DOES NOT WARRANT THAT (1)THE INFORMATION AVAILABLE ON THIS SITE IS FREE OF ERRORS; (2)THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (3) DEFECTS WILL BE CORRECTED OR (4) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
6.2. Limitation of Liability:IN NO EVENT SHALL INC, SOUVNEAR UK LTD, SOUVNEAR GLOBAL PVT LTD) OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR OTHERWISE, EVEN IF – (SOUVNEAR INC,SOUVNEAR UK LTD, SOUVNEAR GLOBAL PVT LTD) BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. IN NO EVENT SHALL THE TOTAL LIABILITY OF SOUVNEAR INC. OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT YOU PAID TO SOUVNEAR IN CONNECTION WITH THE APPLICABLE EVENT, PROMOTION OR BOUTIQUE GIVING RISE TO SUCH LIABILITY OR IF YOU HAVE NOT PAID, $100. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SOUVNEAR.COM OR THEIR RESPECTIVE OFFICERS DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF SOUVNEAR.COM
You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.
6.3 SOUVNEAR.COM shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites; or;
f) any matters relating to Services however arising, including negligence.
6.4 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not SouvNear.com has been advised of or should have been aware of the possibility of any such losses arising.
7. Force Majeure
7.1 Under no circumstances shall SouvNear.com be held liable for any delay or failure or disruption of the content or services or products delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
8.1 . Risk of Loss: The items purchased from our Site are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items may pass to you upon our delivery to the carrier.
8.2. Third Party Vendors: SouvNear.com are not affiliated with websites or third parties that sell or advertise our products or the Site. SouvNear.com reserves the right to void all service, return, and other policies for orders and SouvNear.com products that were purchased through unauthorized sellers or sellers that violate SouvNear.com policies.SouvNear.com is not responsible for any representations by third party vendors.
8.5. Copyright Infringement: Notice and Take Down Procedures: Notice and Take Down Procedures: If you believe that any materials on this Site infringe your copyright, you may request that they be removed. This request must bear a signature of the copyright holder or an authorized representative and must: (a) identify the allegedly infringing materials; (b) indicate where on the Site the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner or are authorized to act on the owner's behalf. Our contact for copyright issues relating to these Sites is: email@example.com
9. General Provisions
9.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and SouvNear.com with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
9.2 SouvNear.com and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
9.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
9.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
9.5 SouvNear.com’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of SouvNear.com’s right to act with respect to subsequent or similar breaches.
9.6 SouvNear.com shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of SouvNear.com). You may not assign, in whole or part, the Terms to any person or entity