RESHAMANDI USER/BUYER AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL DOCUMENT BETWEEN YOU AND SHAPOS SERVICES PRIVATE LIMITED, A COMPANY INCORPORATED AND REGISTERED IN INDIA UNDER THE COMPANIES ACT, 2013 WITH CORPORATE IDENTIFICATION NUMBER U74110KA2020PTC134121, HAVING ITS REGISTERED OFFICE AT 30 FEET CROSS ROAD, HARLUR MAIN ROAD, KASAVANAHALLI, VARTHUR HOBLI, BANGALORE 560103, KARNATAKA, HEREINAFTER REFERRED TO AS “RESHAMANDI”.

IF YOU WISH TO ORDER YOUR CHOSEN FORECAST FROM RESHAMANDI, YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE ‘ACCEPT’ BUTTON BELOW. RESHAMANDI WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT WITH YOU ONCE YOU HAVE CLICKED ON THE ‘ACCEPT’ BUTTON.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE ANY FORECAST AVAILABLE TO BE LICENSED ON reshamandi.com

Welcome to ReshaMandi’s website at https://reshamandi.com/ that provides fashion trend forecasting and other services (“Services”) to authorized subscribers (“Subscribers” or “you”) on the Website. You must read and agree to the following terms and conditions before you purchase the forecast materials from the website.

The website is owned by Shapos Services Pvt Ltd (ReshaMandi).

1. Introduction

1.1 By using our Website you or the employer or other entity on whose behalf you are entering into this agreement accept these Terms and enter into a legally binding agreement with us. If you do not agree to the Terms, do not use the Website.

1.2 We reserve the right to vary the Terms at any time by posting any updated terms and conditions on the Website. Any amendments to the terms and conditions shall take effect from the date it is hosted on the Website.

1.3 You are responsible for regularly reviewing the terms and conditions that are published on the Website from time to time and shall be bound by these if you continue to use the Website. If you have any questions at any time in relation to any of the Terms of this agreement, please contact us at support@reshamandi.com

2. Subscribers

2.1 To purchase, you must provide us with accurate information about you (including your current valid email address). You should inform us of any changes to that information by contacting us at support@reshamandi.com via the Website.

2.2 Each purchase is for a single download. Please contact us at support@reshamandi.com if there are any issues or errors with your download.

2.3 On completion of purchase you are not entitled to share or give another person access to downloaded information.

2.4 If you reasonably believe that your login credentials have been stolen, disclosed or being used by another person then you should notify us immediately by emailing us at support@reshamandi.com

2.5 You shall be entitled to use the purchased download or downloads for personal use and not reprint or resell this information.

3. Use of Our Content

3.1 The content within our Website or Services and in any newsletters or other communications if and whenever sent to you (“Communications”) includes but is not limited to any text, photographs, images, designs, artwork and logos (“Content”) and belongs to us or our licensors or other copyright holders as applicable.

3.2 You may not copy, reproduce, republish, post, broadcast, transmit, make available to the public, commercially exploit or otherwise use our Content in any way except for your personal use.

3.3 In particular and without limitation to the above, you shall not without our prior written consent:

1. Sale or redistribution of any of the Content

2. Creating any digital form of the content / any library, archive or similar service

3. Create a database in electronic or manual form by downloading and storing all or any of the Content.

3.4 “Original Art” enables you to modify the downloadable artwork files that we make available to you on the Website (“Artwork”) and thereby create your fashion designs, prints, collections and marketing materials. With these options, you shall be entitled to adapt and alter the downloads of the Artwork for your personal use to create or enhance your fashion designs, prints and collections and marketing materials produced by you or the employer or other entity on whose behalf you are entering into this agreement. This shall be done lawfully and without breaching any third party’s intellectual property rights. Art and design patterns are always original to our knowledge and are created by ReshaMandi’s professionals from the Design Studio. ReshaMandi will not be held legally responsible for any legal conflicts regarding artwork in its original form or manipulation by users.

3.5 You acknowledge that your use of content purchased by you through ReshaMandi’s website does not give you an exclusive right or licence for the forecasts that are predicted by us using the third-party websites and if you seek the right to use the same, you shall enter into a license agreement with the such third party as this agreement does not have any governance on such terms and conditions that you enter into with that third party licensor and is not governed by these Terms.

3.6 We may from time to time provide Communications to you, including our regular newsletter, which you shall receive automatically when you subscribe to the Website. If you do not currently receive our Communications, then you shall be entitled to sign up on the Website to receive these at any time. In the event that you wish to cease to receive our Communications then you should notify us by clicking on the “Unsubscribe” link contained in the relevant Communication. You agree that your use of the Content in relation to any Communication that you receive shall be at all times subject to these Terms.

3.7 We regularly update the Website to keep up with the latest fashion and other trends and you acknowledge that any content may be on the Website for a limited period of time. We reserve the right to make changes to the Website at our sole discretion and at any time.

4. Fees and Payment

4.1 In consideration of the fees paid by you in relation to the purchase of materials, we hereby provide you with a non-exclusive (apart from original art purchases) once payment has been made in full.

4.2 You represent and warrant that your name and where applicable the name of employer or other entity on whose behalf you are entering into this agreement, address and country as entered on the invoice billing page are valid and genuine and notify us through an email communication in case there is any change in such address.

4.3 You shall be entitled to order and make payment to us via the Website. Please be aware that, in respect of payments by credit or debit card, your credit or debit card issuer agreement governs your use of your designated credit or debit card in connection with any such payment. You must refer to that agreement and not to these Terms regarding your rights and liabilities as a credit or debit cardholder.

4.4 If you decide to make a payment via the Website then please be aware that credit and debit card charges are processed via one of our third-party service providers, who will process the payment accurately and securely. In the event that you choose to make payment via the Website then you shall be transferred to the relevant third-party service provider’s website where the relevant payment will be processed.

4.5 We have the right in our sole discretion and at any time to make any changes to our fees, payments, payment processing and collection methods, including but not limited to changes to our third-party service providers for payments and currencies in which payment may be made.

4.6 You shall pay any sums due to us in the applicable currency without any set-off, deduction, counter-claim and/or any other withholding of monies. Exchange rate differences may apply to payments where applicable.

4.7 We do not have any refund policy in terms of this agreement.

4.8 In the event of a charge back occurring from your credit card and being charged back to us we may take appropriate legal action to recover any sums due including but not limited to referring any chargebacks to third-party debt collection agencies.

4.9 For any payment or billing enquiries please contact our Accounts team at support@reshamandi.com

5. Intellectual Property

5.1 The trademarks, logos and names displayed on the Website and in our Communications are our or the third party’s registered or unregistered trademarks as applicable. Except where expressly stated to the contrary, nothing on our Website confers any license or right to use any trademark displayed on our Website without the prior written agreement of the owner of the relevant trademark.

5.2 Any Intellectual Property in the Website or content in our communications shall be owned by us, third parties or other copyright holders (as applicable). Intellectual Property Rights means patents, trademarks, service marks, registered designs, design rights, confidential information, applications for any of the foregoing, copyright, database rights, know-how, unregistered designs, trade or business names and other similar rights or obligations anywhere in the world, whether registered or not and whether capable of registration or not.

5.3 For the avoidance of doubt, your use of content purchased by you that is owned by a third-party licensor shall not be governed by these Terms but shall be governed by the terms of the license agreement that is provided to you by that licensor.

6. Limitation of Liability and Indemnity

6.1 We shall have no liability to you for any and all damages, claims, proceedings, actions, awards, expenses and costs in relation to:any unauthorized or unlawful use of Content, information and/or other material received by or submitted to you on the Website or in any Communication that is made available to you any links to other third-party websites (“Linked Sites”) that the Website may contain. The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site and the products and/or services offered on the Linked Sites nor any changes or updates to a Linked Site. If we provide these links to you then we do so only as a convenience. The inclusion of any link does not imply endorsement or approval by us of the Linked Site or any association with its operators the accuracy of any advertising or sponsorship provided by third parties on the Website or in any Communication provided to you nor in respect of its compliance with any applicable laws any consequential losses (including but not limited to loss of profits, damage to goodwill, damage to reputation, loss of data, loss of programmes and/or services interruptions); economic and/or other similar losses; and/or special damages and indirect losses;any error, omission, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of communications in relation to the Website any delay in performance of the Website and/or any other matters to the extent that such events and/or matters are due to any events outside our reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.

6.2 In any event, our total liability to you under and/or arising in relation to these Terms shall not exceed the amount paid by you to us within the preceding year. You shall provide us written evidence of any claims for which it is alleged that we are liable, together with written details of how any loss was caused by us, and the steps you have taken to mitigate the loss if any, before we consider your claim.

6.3 Nothing in these Terms shall exclude or limit our liability for death or personal injury due to our negligence or any other liability, which we are not permitted to exclude or limit as a matter of law.

6.4 You shall indemnify us against any and all losses, damages, awards, costs (including legal costs), claims and any other losses and/or liabilities suffered by us arising from your misuse of the Website or arising from or due to any breach of these Terms by you.

7. Disclaimer

7.1 We do not warrant that the Website and Services, or that any element of the Website and Services, will meet your requirements, purpose and/or expectations, nor that any of the Content on the Website and/or the Communications is accurate or complete and we are under no obligation to verify any such Content.

7.2 The Content, Website, Communications and Services are provided “as is” and on an “is available” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, accuracy, fitness for a particular purpose, non-infringement, compatibility and security.

7.3 The contents of the website are published in good faith and purely for research and information purposes only and the same is available as a trend forecast for Key Colors/Style Details/Motifs predicted for a particular duration of time. The contents are not meant for commercial use or exploitation.

7.4 Our Website may contain copyrighted material, the use of which may not have been specifically authorized by the copyright owner. This material is being made available in an effort to educate and provide information to the public on current and emerging fashion trends. As such, the content is nothing but a review of fashion trends and, therefore, amounts to fair use under applicable law.

7.5 All copyrighted material used on our website report is either credited and linked back to its original source or believed to be in the public domain. ReshaMandi does not claim any copyright over such material. All credits go to and vest in the copyright owner/author of such material. ReshaMandi owns all copyright in the content, views and opinions expressed in the contents/communication/website, except for any third party-owned material and content. While every effort is made to keep the information in the report correct and accurate, ReshaMandi makes no representations and warranties of any kind, expressed or implied about the material and content of the report, and assumes no liability therefrom.

7.6 We may occasionally have to perform necessary network maintenance and/or network upgrades during specified time periods (“Scheduled Maintenance Windows”.) In the event of plans to bring down the Website during a Scheduled Maintenance Window, we will try to provide reasonable notice to you in advance of the Scheduled Maintenance Window. You should be aware that, at any time, we may perform emergency maintenance as needed to preserve the overall integrity of the Website with no notice and shall not be liable to pay any compensation to you for these activities.

8. Termination

8.1 Either party may terminate this agreement immediately if the other breaches any term of this agreement and such breach is incapable of remedy or continues for a period of 30 days after written notice requiring the same to be remedied has been given.

8.2. In the event of termination of this agreement, all rights granted pursuant to this agreement shall cease.

9. General

9.1 ReshaMandi shall be entitled to assign or license all the rights granted to it under this agreement to any third party without notice to you. You shall not be entitled to assign or sub-license your rights under this agreement.

9.2. You confirm that you are acting on your own behalf or for the employer and not for the benefit of any other person.

9.3. All notices to be served in accordance with this agreement may be served by email. The email address of ReshaMandi shall be as displayed on the Website from time to time and your email address shall be submitted by you to the Website upon the purchase of the licence to use the Design.

9.4. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

9.5. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9.6. ReshaMandi shall have the right to enforce any of the terms of this agreement against you.

9.7. This agreement shall be governed by and read in and construed in accordance with the Laws of India and the parties hereto submit to the exclusive jurisdiction of the Courts of the State of Karnataka for the settlement of any disputes hereunder.

9.8 You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this agreement or your use of the Website.

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