• MyDime Systems Private Limited (“Company,” “MyDime,” “We,” “Us,” “Our”) provides the UpMarket Digital Marketing Ecosystem (UpMarket), which consists of the Management Console, Business Website and UpMarket Mobile App services ( henceforth known collectively as “Services”). The UpMarket system is available on www.getupmarket.com, henceforth referred to as the “Website.”
• For the purpose of these Terms of Use, wherever the context so requires "You" or "User" shall mean any natural or legal person who has agreed to become a Registered User on the Website by providing Registration Details. MyDime Systems Private Limited does not allow the User to surf the Website without registering on the Website.
• Throughout this Terms of Use, Our prior written consent means a communication coming from Our Legal Department, specifically in response to Your request, and specifically addressing the activity or conduct for which You seek authorization;
• Your use of the Website, services and tools are governed by the following terms and conditions ("Terms of Use"), including the applicable policies which are incorporated herein by way of reference. If You transact on the Website, You shall be subject to the policies that are applicable to the Website, for such transaction. By mere use of the Website, You shall be contracting with MyDime Systems Private Limited and these terms and conditions, including the policies constitute Your binding obligations, with MyDime Systems Private Limited.
• By signing up for the MyDime Services on UpMarket, You agree to be bound by the following terms and conditions (“Terms of Use”). Any new features or tools which are added to the current Services shall be also subject to the Terms of Use. You can review the current version of the Terms of Use at any time on our Website. MyDime Systems Private Limited reserves the right to update and change the Terms of Use by posting updates and changes to our Website. You are advised to check the Terms of Use from time to time for any updates or changes that may impact you. Continued use of the Website or our Services implies agreement to our Terms of Use.
• You must read, agree with and accept all of the terms and conditions contained in this Terms of Use agreement and MyDime Systems Private Limited’s Privacy Policy before you may become a MyDime Systems Private Limited user.

1. Account Terms

• Use of the Website is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons "incompetent to contract" within the meaning of the Indian Contract Act, 1872, including but not limited to undischarged insolvents, minors etc. are not eligible to use the Website. If You are a minor (i.e. less than 18 years of age), You shall not register as a User of the Website, and shall not transact on or use the Website. We reserve the right to terminate Your membership and / or refuse to provide You with access to the Website if it is brought to Our notice or if it is discovered that You are under the age of 18 years.
• To access and use the Services, you must register for a MyDime Systems Private Limited account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required.
• We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
• You acknowledge that MyDime Systems Private Limited will use the email address you provide as the primary method for communication.
• You are responsible for keeping your password, login id and other details secure. MyDime Systems Private Limited cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
• You are responsible for all activity and content including but not limited to data, graphics, photos and links that are uploaded under your MyDime Systems Private Limited Account (“Content”).
• You must not transmit any worms or viruses or any code of a destructive nature.
• A breach or violation of any term in the Terms of Service as determined at the sole discretion of MyDime Systems Private Limited will result in an immediate termination of your services.

2. Account Activation

• The individual signing up for the Service will be the Registered Seller (“Account Owner”) for the purposes of our Terms of Use and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
• If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Use.

3. General Conditions

• You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy  before you may become a member of MyDime Systems Private Limited.
• Technical support is only provided to paying Account holders and accessible via email.
• You acknowledge and agree that MyDime Systems Private Limited may amend these Terms of Use at any time by posting the relevant amended and restated Terms of Use on our website, and such amendments to the Terms of Use are effective as of the date of posting. Your continued use of the Services after the amended Terms of Use are posted to our Website constitutes your agreement to, and acceptance of, the amended Terms of Use. If you do not agree to any changes to the Terms of Use, please discontinue the use of the Services.
• You may not use the MyDime Systems Private Limited Service for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), or the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules and regulations in your use of the Services.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission of MyDime Systems Private Limited.
• You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use MyDime Systems Private Limited, UpMarket, or other trademarks and/or variations and misspellings thereof.
• You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
• You acknowledge and agree that your use of the Services, including information transmitted to or stored by MyDime Systems Private Limited is governed by its Privacy Policy.

4. MyDime Systems Private Rights

• We reserve the right to modify or terminate the Services for any reason, without notice at any time.
• We reserve the right to refuse Service to anyone for any reason at any time.
• Verbal or written abuse of any kind (including threats of abuse or retribution) of any MyDime Systems Private Limited Registered Seller, employee, member, or officer will result in immediate termination of your Account.
• We may, but have no obligation to remove your Content and/or Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violate any party’s intellectual property or these Terms of Use.
• MyDime Systems Private Limited does not pre-screen Content and it is in our sole discretion to refuse or remove any Content that is available via the Service.
• We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that MyDime Systems Private Limited employees and contractors may also be MyDime Systems Private Limited Registered Sellers/ Customers and that they may compete with you, although they may not use your confidential information in doing so.
• In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business details, KYC documents etc.
• MyDime Systems Private Limited retains the right to determine, in our sole judgment, rightful Account ownership and transfer of an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, MyDime Systems Private Limited reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

5. Limitation of Liability

• You expressly understand and agree that MyDime Systems Private Limited shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
• In no event shall MyDime Systems Private Limited or our Partners be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Use (in whatever manner it arises, including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
• Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
• MyDime Systems Private Limited does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
• MyDime Systems Private Limited does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
• MyDime Systems Private Limited does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

6. Waiver and Complete Agreement

• The failure of MyDime Systems Private Limited to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The Terms of Use constitutes the entire agreement between you and MyDime Systems Private Limited and govern your use of the Services, superseding any prior agreements between you and MyDime Systems Private Limited (including, but not limited to, any prior versions of the Terms of Use).

7. Intellectual Property and Content

• We do not claim any intellectual property rights over the material you provide to the MyDime Systems Private Limited Services. All material you upload remains yours.
• By uploading Content, you agree: (a) to allow other internet users to view your Content; (b) to allow MyDime Systems Private Limited to display and store your Content and (c) that MyDime Systems Private Limited can, at any time, review all the Content submitted by you to its Services.
• You retain ownership over all Content that you upload to the MyDime Website. However, by making your Content public, you agree to allow others to view the same. You are responsible for compliance of your Content with any applicable laws or regulations.
• We will not disclose your confidential information to third parties, except as required in the course of providing our Services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
• MyDime Systems Private Limited shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

8. Payment of Fees

• You will pay the Fees applicable to your subscription to our Services and/or other services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as shipping, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
• Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at MyDime Systems Private Limited’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Registered Seller/ Account Owner via the email provided.
• All Fees are exclusive of applicable taxes, fees or charges now in force or enacted in the future (“Taxes”).
• MyDime Systems Private Limited does not provide refunds.

9. Cancellation and Termination

• We reserve the right to modify or terminate the MyDime Systems Private Limited Services or your Account for any reason, without notice at any time.
• Unless otherwise provided in the Terms of Use, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
• Any outstanding balance owed to MyDime Systems Private Limited for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
• Your business website and access to the UpMarket App will be taken offline.
• If at the date of termination of the Services, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
• Fraud: Without limiting any other remedies, MyDime Systems Private Limited may suspend or terminate your Account if we suspect that you (by any wilful activity, and not limited to conviction, settlement, insurance investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

10. Modifications to the Service and Prices

• Prices for using the Services are subject to change upon 30 days notice from MyDime Systems Private Limited. Such notice may be provided at any time by posting the changes to the MyDime Systems Private Limited Website.
• MyDime Systems Private Limited reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
• MyDime Systems Private Limited shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

11. Third Party Services

• In addition to these Terms of Use, you also agree to be bound by the additional Service-specific terms applicable to Services you purchase from, or that are provided by MyDime Systems Private Limited’s partners or other third parties, including but not limited to Payment Gateways.
• MyDime Systems Private Limited may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the UpMarket Digital Marketing Ecosystem. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
• We do not provide any warranties with respect to Third Party Services. You acknowledge that MyDime Systems Private Limited has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on MyDime’s Services or Website, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with MyDime Systems Private Limited. MyDime Systems Private Limited strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
• If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the inter-operation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. MyDime Systems Private Limited is not responsible for any disclosure, modification or deletion of your data or Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Content.
• Under no circumstances shall MyDime Systems Private Limited be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if MyDime Systems Private Limited has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

12. Compliance with Laws

• You shall comply with all the applicable laws (including without limitation Foreign Exchange Management Act, 1999 and the rules made and notifications issued there under and the Exchange Control Manual as may be issued by Reserve Bank of India from time to time, Customs Act, Information and Technology Act, 2000 as amended by the Information Technology (Amendment) Act 2008, Prevention of Money Laundering Act, 2002 and the rules made thereunder, Foreign Contribution Regulation Act, 1976 and the rules made there under, Income Tax Act, 1961 and the rules made there under, Export Import Policy of government of India) applicable to them respectively for using Payment Gateways and the MyDime Website.
• From time to time, You shall be responsible for providing information relating to Yourself, as per government regulations, including but not limited to KYC documents, as required by banks and Payment Vendors. In this connection, You undertake that all such information shall be accurate in all respects.
• You shall indemnify and hold harmless MyDime, its owners, licensees, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of Your breach of this Terms of Use, privacy Policy and other Policies, or Your violation of any law, rules or regulations or the rights (including infringement of intellectual property rights) of a third party.
• Terms of Use shall be governed by and interpreted and construed in accordance with the laws of India. The place of jurisdiction shall be exclusively in Bangalore.