Refrens Terms of Service

These Terms of Service constitute an agreement (this "Agreement") for the provision of Lead capturing and affiliate management services by Refrens Internet Pvt. Ltd., a company based in Bengaluru, India ("Refrens") and any person or entity opening an online account with Refrens ("Customer") as specified in the information provided by Customer to Refrens in the online registration form. This Agreement is effective as of the date Customer clicks "Accepted and Agreed To" or a similar button in the process of opening an online account with Refrens (the "Effective Date"). Customer’s use of and Refrens's provision of the Cloud Services and Refrens System (each as defined below) are governed by this Agreement.

  1. Definitions

    The following capitalized terms shall have the following meanings whenever used in this Agreement.

    1. "Affiliate" means an individual or business entity generating its own traffic and thus rewarded by a respective Merchant with whom such Affiliate has a contractual relationship for qualified sales, leads, clicks, or other measurable action registered by Merchant on Merchant's website or other business tool or their Refrens.
    2. "Affiliate Sales Revenue" means the total amount of the proceeds received from the sale of products or services by Customer acting as a Merchant and generated by Merchant’s Affiliates as tracked back to Customer in the System. Such amount shall be net of the amounts with respect to any and all sales, property, use, value-added and similar taxes and discounts.
    3. "Aggregate Data" has the meaning ascribed to it in Section 4.7 hereof.
    4. "Cloud Services" means such software as a service ("SAAS") and related services as Refrens may provide from time to time to its Customers acting as Merchants with respect to one or more Affiliates via the System, including Affiliate Sales Revenue tracking and management services for the purposes of tracking, reporting, and issuance of commission payments by Merchants to Affiliates on a subscription basis.
    5. "Confidential Information" has the meaning ascribed to it in Section 7.
    6. "Customer Data" means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.
    7. "Customer Order" means an order for access to the System entered by Customer through Refrens's online registration process on the Website and acknowledged by such Customer through a click-to-agree online process.
    8. "Customization Fees" has the meaning ascribed to it in Section 3.1 hereof.
    9. "Customization Services" means certain customized services, other than Cloud Services, provided by Refrens to Customer pursuant to the Customization Services Addendum.
    10. "Customization Services Addendum" means the optional agreement governing the provision of Customization Services to Customer.
    11. "Documentation" means Refrens's standard manual related to use of the System, as well as any additional documentation provided to Customer in connection with this Agreement.
    12. "Excluded Data" has the meaning ascribed to it in Section 4.6 hereof.
    13. "Feedback" has the meaning ascribed to it in Section 6.2 hereof.
    14. "Merchant" means a business entity paying a commission, referral fee or similar compensation to an Affiliate for qualified sales, leads, clicks, or other measurable action by a visitor generated or referred to by such Affiliate to the Merchant’s website or their Refrens account.
    15. "Privacy Policy" means Refrens's privacy policy, currently posted at https://www.refrens.com/privacy-policy.
    16. "Statement of Work" means the statement of work executed by Customer and Refrens pursuant to the Customization Services Addendum.
    17. "Subscription Fees" has the meaning ascribed to it in Setion 3.1 thereof.
    18. "System" means Refrens's proprietary online platform designed for building and sharing software, SaaS and mobile application integrations for the Cloud Services, using the visual workflow editor or any major programming language.
    19. "Term" is defined in Section 11.1 below.
    20. "User" means any individual who uses the System on Customer's behalf or through Customer's account or passwords, whether authorized or not.
    21. "Website" means the website owned and operated by Refrens at https://www.refrens.com.
  2. The System

    The following capitalized terms shall have the following meanings whenever used in this Agreement.

    1. Use of the System. During the Term and provided that this Agreement has not been terminated by either party, and in consideration of the payment of the applicable Fees, Customer may access the System for the purpose of using Cloud Services pursuant and subject to: (a) the terms of any outstanding Customer Order, including such features and functions as the Customer Order provides and any limitations on the number of Users, data volume and capacity as the Customer Order imposes; and (b) Refrens’s other policies posted on its Website at https://www.refrens.com, as such policies may be updated from time to time.
    2. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users' use of the System.
    3. System Revisions. Refrens may revise System and Cloud Services features and functions at any time, including without limitation by removing such features and functions. If any such revision to the System or Cloud Services materially reduces features or functionality provided pursuant to a Customer Order, Customer may within 30 days of notice of the revision terminate such Customer Order, without cause, or terminate this Agreement without cause if such Customer Order is the only one outstanding.
  3. Fees

    1. Fees. Customer shall pay Refrens the fees for the access to the System and use of the Cloud Services ("Subscription Fees") in accordance with the schedule of Fees which are posted on the Website for the relevant System Service from time to time or as specified in the Customer Order, and the fees for optional Customization Services ("Customization Fees"), if applicable, as specified in the Statement of Work executed by Customer and Refrens under the optional Customization Services Addendum (Subscription Fees and Customization Fees together, the "Fees") during each Term. Fees are dependent on the length of the Term, number of Users, Affiliates or Affiliate transactions and payments, data volume and such other capacity limitations as may be stated in the schedule of Subscription Fees on the Website or in the Customer Form, if applicable.
    2. Payment of Fees. Customer authorizes Refrens to charge an amount equal to the amount of the Fees as provided in Section 3.1 hereof whenever it is due (unless the relevant Customer Order provides otherwise) and, if the Customization Services Addendum is elected, the amount of the Customization Fees (on such dates as the Statement of Work provides), and any additional amounts as permitted by this Agreement, to the credit card and/or bank account specified in the Customer Order in advance of provision of services to Customer by means of automatic debit or credit card charge for the duration of each Term. Customer hereby agrees to keep such valid credit card and/or bank account in effect with sufficient credit limit to enable Refrens to charge the Fees every month, quarter or other period of each Term, as applicable, and not to challenge such charges or to request reversal of such charges. Refrens will not be required to refund the Fees under any circumstances.
    3. Taxes. All Fees are exclusive of, and Customer is responsible for, applicable federal or national, state or provincial, or local sales, use, excise, export or other applicable taxes, except for taxes on the net income of Refrens. Refrens may add any such taxes to the applicable Fees.
  4. Customer Data & Privacy

    1. Use of Customer Data. Unless it receives Customer's prior written consent, Refrens: (a) shall not access, process, or otherwise use Customer Data other than as necessary to operate and facilitate the System, to provide Cloud Services to Customer and to improve customer experience on the System; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Refrens's other customers, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, Refrens may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Refrens shall give Customer prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense.
    2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Refrens's staff, including without limitation, Merchant's websites or Affiliate's websites.
    3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Refrens offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
    4. Data Accuracy. Refrens shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users. In addition, Refrens shall not be responsible or liable for any affiliate commission payment calculation errors in connection with PayPal or other online payments made in reliance on the reports generated from the use of the System or of any application programming interface keys generated by the System.
    5. Data Deletion. Refrens may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
    6. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Refrens's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Customer's internal policies or practices or by law or regulation (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), etc. (the "Excluded Data Laws"))(such Customer Data collectively, "Excluded Data"). Customer recognizes and agrees that: (A) Refrens has no liability for any failure to provide protections set forth in the excluded data laws or otherwise to protect excluded data; and (B) Refrens's systems, including the system, are not intended for management or protection of excluded data and may not provide adequate or legally required security for excluded data.
    7. Aggregate and Anonymized Data. Notwithstanding the provisions above of this Article 4, Refrens may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. "Aggregate Data" refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users, Affiliates, end users or customers.
  5. Customer's Responsibilities and Restrictions

    1. Acceptable Use. Acceptable Use. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties, including Customer's affiliates, to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Refrens may suspend Customer's access to the System without advanced notice, in addition to such other remedies as Refrens may have. This Agreement does not require that Refrens take any action against Customer or any User or other third party for violating this Section 5.1 or this Agreement, but Refrens is free to take any such action it sees fit. In addition, Customer shall comply with all restrictions imposed by each merchant in connection with affiliate transactions.
    2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Refrens immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
    3. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws and regulations, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
    4. Users & System Access. Customer is responsible and liable for: (a) Users' use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer's account, whether authorized or unauthorized.
  6. Ip and Feedback

    1. IP Rights to the System. Refrens retains all right, title, and interest in and to the System, including without limitation all software, system software and applications used to provide the System, including any source code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the System. This Agreement is an agreement for services and does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer understands and agrees that the System and its components are protected by copyright and other laws.
    2. Feedback. Refrens has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Refrens, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Refrens's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. ("Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Refrens's products or services.)
    3. Limited License. Notwithstanding anything to the contrary contained herein, Customer hereby grants to Refrens a limited royalty-free license and the right during the Term to disclose, use, modify, edit, create derivative works, reproduce and display for Refrens's training, marketing, advertising, publicity and other business purposes Customer's information, data and content associated with Customer's Refrens account and registration page, including without limitation, Customer's affiliate program terms and other text and graphic elements supplied by Customer, provided however that Refrens will remove specifically identifiable information, such as individual names, office addresses, email addresses and order numbers, therefrom prior to sharing such Customer's information, data and content with third parties.
  7. Confidential Information

    "Confidential Information" refers to the following items Refrens discloses to Customer: (a) any document Refrens marks "Confidential"; (b) any information Refrens orally designates as "Confidential" at the time of disclosure, provided Refrens confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, Customer Order, the Customization Services Addendum, Statements of Work and any communications between Refrens and Customer in relation to this Agreement or the Customization Services Addendum, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Refrens, whether or not marked or designated "Confidential". Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer's possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction; or (iv) is approved for release in writing by Customer.

    1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than the use of the System for its ordinary internal business purposes (the "Purpose"). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Refrens's prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Refrens of any misuse or misappropriation of Confidential Information that comes to Customer's attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Refrens prompt notice of any such legal or governmental demand and reasonably cooperate with Refrens in any effort to seek a protective order or otherwise to contest such required disclosure, at Refrens's expense.
    2. Injunction. Customer agrees that breach of this Article 7 would cause Refrens irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Refrens will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    3. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Refrens or certify, in writing, the destruction thereof.
    4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Refrens will retain all right, title, and interest in and to all Confidential Information.
  8. Representations & Warranties

    1. From Refrens. Refrens represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Refrens's representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Refrens. In the event of a breach of the warranty in this Section 8.1, Refrens, at its own option and expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Cloud Services and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer's right to terminate for breach where applicable, the preceding sentence states Refrens's sole obligation and liability, and Customer's sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
    2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; and (d) it, as a Merchant, has entered into a valid and enforceable agreement with one or more Affiliates with respect to which it intends to use the System and the Cloud Services.
    3. Warranty Disclaimers. Except as provided in Section 8.1 above, customer accepts the system and cloud services "as is" and as available, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or noninfringement of intellectual property rights, or any implied warranty arising from statute, course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing: (A) Refrens has no obligation to indemnify or defend customer or users against claims related to infringement of intellectual property; (B) Refrens does not represent or warrant that the system will perform without interruption or error; and (C) Refrens does not represent or warrant that the system is secure from hacking or other unauthorized intrusion or that customer data will remain private or secure.
  9. Indemnification

    Customer shall defend, indemnify, and hold harmless Refrens and each of the Refrens Associates (as defined below) against any "Indemnified Claim", meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Refrens’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Refrens will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The "Refrens Associates" are Refrens’s officers, directors, shareholders, parents, subsidiaries, agents, representatives, advisors, successors, and assigns.)

  10. Limitation of Liability

    1. Dollar Cap. Refrens's liability arising out of or related to this agreement will not exceed the amount of the fees actually paid by customer to Refrens in a period of twelve months immediately preceding the date on which customer presents a claim to Refrens with respect to Refrens's breach of Refrens's obligations under this agreement.
    2. Exclusion of Consequential Damages. In no event will Refrens be liable to customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this agreement.
    3. Clarifications & Disclaimers. The liabilities limited by this article 10 apply: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Refrens is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if customer's remedies fail of their essential purpose. If applicable law limits the application of the provisions of this Article 10, Refrens's liability will be limited to the maximum extent permissible. For the avoidance of doubt, Refrens's liability limits and other rights set forth in this Article 10 apply likewise to Refrens's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, advisors and other representatives.
  11. Term and Termination

    1. Term. The term of this Agreement (the "Term") shall commence on the Effective Date and continue for the initial term selected by the Customer in the online registration process as specified in a Customer Order. Following its expiration, the Term will renew for successive terms equal to the initial term specified in the Customer Order, unless either party refuses such renewal by written notice to the other party 30 or more days before the renewal date.
    2. Termination for Cause. Either party may terminate this Agreement and any Customer Order if the other party: (i) fails to cure any material breach (including, without limitation, Customer's failure to pay the Fees) of this Agreement within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Refrens may disable links and reporting and payment functionality with respect to Affiliates of Customer effective immediately in its sole discretion.
    3. Effects of Termination. Upon termination of this Agreement, Refrens shall discontinue Customer's access to the System and the Cloud Services and Customer shall cease all use of the System and the Cloud Services and shall promptly delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay the Fees (unless the termination is by Customer for cause); (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), 10 (Limitation of Liability) and 12 (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
  12. Publicity

    In further consideration of the rights granted hereunder to Customer, Customer agrees to permit Refrens to use Customer's name and trademarks and service marks to identify Customer as a Refrens's customer on the Website, in Refrens's marketing materials and in other sales and marketing activities, provided that Customer does not notify Refrens in writing of its revocation of such permission. Customer agrees to cooperate with Refrens in reasonable publicity efforts involving the System, such as, for example, media releases and marketing materials in accordance with Refrens's reasonable request.

  13. Miscellaneous

    1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf. The parties agree that no Refrens employee or contractor will be an employee of Customer.
    2. Notices. Refrens may send notices pursuant to this Agreement to Customer's email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Refrens, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier (confirmed by receipt) addressed to Refrens Inc., 311 W 43rd Street, New York, NY 10036.
    3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control.
    4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Refrens's express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
    5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    7. Choice of Law & Jurisdiction This Agreement will be governed solely by the internal laws of the State of Gujarat, India without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the Gujarat, India.
    8. Conflicts. In the event of any conflict between this Agreement and any Refrens policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.
    9. Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
    10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    11. Amendment. Refrens may amend this Agreement from time to time by posting an amended version at its Website and, solely with respect to Customers, sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the "Proposed Amendment Date") unless Customer first gives Refrens written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer's next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer's continued use of the Cloud Services following the effective date of an amendment will confirm Customer's consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13.12, Refrens may revise the Privacy Policy and any other Refrens policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.
    12. Acceptance. customer acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms. the person accepting this agreement on customer's behalf through Refrens's online registration process or by means of a customer order represents that he or she has the authority to bind customer to these terms and conditions. Customer further acknowledges that this Agreement does not have to be signed in order to be binding. Customer will have indicated its assent to the terms of the Agreement by clicking on the "Accepted and Agreed to" (or similar button) that is presented to Customer at the time of its opening of an online account with Refrens and submitting an order for the Cloud Services through Refrens’s online registration process on the Website.



Terms of Service For Invoices and Payments

This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Service for access or usage of the Service.

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY Refrens Internet PRIVATE LIMITED (“COMPANY”). BY AGREEING TO THESE TERMS AND CONDITIONS AND USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF COMPANY’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

Short Version

Refrens is an invoicing and payments software provider. We enable businesses and service providers to create Invoices, Bill of Supply, Estimates and Contracts. Businesses may also enable payments feature, whereby Refrens or its partners provide the technology and mechanism for the business’s clients to pay for an invoice or otherwise transfer money to the business through electronic mechanisms. Refrens is not liable to the clients for any shortfall in actual service provided by the businesses. Refrens does not guarantee payment of invoices by the customer’s clients. Refrens only acts as the software service provider to enable the payment flow.

Long Version.

  1. Definitions

    1. "Agreement” means this Terms of Service.
    2. “Client(s)” shall mean and include any legal person, entity, business place or users, or any designated employee of the business place/entity, who desire to pay for Services, Products invoiced by the Seller, using the Services of the Company.
    3. "Content" shall mean and include any content, including the Products listed by the Seller, either defined in this Terms of Service or any other content as offered or provided by the Company or Sellers on the Website.
    4. “Order” or “Transaction” shall refer to the order placed by the Client to purchase the Products listed by the Seller and shall include the purchase, payment, delivery and other connected matters.
    5. “Tax Invoice” or “Bill Of Supply” shall refer to document created by the business detailing the services provided and with amount and terms of payment. The document is created with the purpose of soliciting payment from the client for the service provided.
    6. “Party/party” shall mean and include the Company, Sellers, Clients, Users, Registered Users and any other person who agrees to be bound by this Agreement.
    7. “Product(s)” or “Service(s)” or “Service Package(s)” shall mean and include all physical goods, digital goods, products, packages, services or any information in connection therewith, listed or invoiced by the Business under User Submission for sale, or usage by the Clients.
    8. “Product Information” shall mean and include particulars, specifications, payment details or other information about the Services listed by the Seller, particulars with regard to the delivery to be done by the Seller and/or any services which shall be or have been performed by the Seller in accordance with the Services provided by the Seller.
    9. “Registered User” shall mean and include all Businesses, registered on the Website by providing the information mandated by the Website and also Clients, in cases where registration is required.
    10. “Seller” or ”Business(es)” shall mean the entity or person or User who is willing to list their Services on the Website and avail the Site’s Services.
    11. "Services" means and includes providing a platform wherein, the Products offered, sold and listed by the Seller, shall be purchased by you, facilitating the usage of the Website and payments for you and facilitating the delivery of Products upon request from the Seller (whether chargeable or not), or any other service, the Company performs for you.
    12. "User/user", "You/you", "Your/your" means any natural or legal person who browses, accesses or uses the Website and/or has agreed to become a Client (or customer) or a Seller (or vendor) on the Website by providing the registration data while registering on the Website as Registered User using the computer systems.
    13. "Use/use" or "Using/using" means to browse, access, view, copy, avail Services, purchase Products or other benefit from using the Website.
    14. "User Submissions" means and includes all information, Content, Products or Product Information, Services listed by the Business for sale; This listing of the Content, Services, Products or Product Information by the Seller on the Website, at the sole discretion of the Company, shall be removable by the Company.
    15. "Website" means domain name https://www.refrens.com, owned and operated by the Company.
    16. "We", "Company", "us" and "our" means the Company and its affiliates, officers, employees, agents, partners and licensors.
  2. Access to the services

    The Refrens Website and domain name and any other linked pages, features, content, or application services (including without limitation any mobile application services) offered from time to time by the Company in connection therewith (collectively, the “Website”) are owned and operated by the Company. Subject to the terms and conditions of this Agreement, the Company may offer Seller to use the Services for providing or listing certain Products, as described more elaborately on the Website, and that have been selected by you (together with the Website, the “ Services”), solely (whether or not) for your own use, and not for the use or benefit of any third party. The Company reserves the right, to change, suspend or discontinue the sale of such Products at any time, including the availability of any feature, database, or Content. Company may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. Company reserves the right to amend this Agreement from time to time, with/without notice to the Registered Users. Any changes or modifications made to this Agreement by Company shall be effective immediately. It shall be your responsibility to review these Terms of Service upon notification and your continued usage of the Services offered by the Website shall constitute agreement to such updated terms and conditions. By continuing to use the Service after those changes become effective, you are agreeing to be bound by the revised Terms of Service; if you do not agree to the change, do not use the Services after the change is effective, in which case the changes will not apply to you. Your continued use of the Website following the posting of changes will mean that you accept and agree to the revisions.

    The Company reserves the right to prevent you from using the Website and the Service (or any part of them) and to prevent you from making any transaction on the Website. The Company reserves the right in its sole discretion to accept/refuse /reject registration or acceptance of Order placed using the Services or part thereof, without any obligation of explanation.

    The Company shall not be responsible or held liable for any delivery of the Services or Products purchased by the client on the Website. The responsibility of delivering the Products or services is performed either by a third party or the Business, but not by the Company. The Company shall not be held liable for any delay in delivery of the services or Products due to any reason whatsoever.

    Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any Products, Services, Content or Product Information available through this Website meet your specific requirements.

    1. Eligibility to Use

      You represent and warrant to the Company that: (i) you are an individual or a legal person, who is at least 18 years old; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement or required Content of this Agreement shall be considered void, where prohibited by law, and the right to access the Services is revoked in such situations and jurisdictions. We reserve the right to terminate your membership/registration and/or refuse to provide you with access to the Services if it is brought to our notice or if it is discovered that you are under the age of 18 years.

      You represent and warrant to Company that: (i) you are of legal age and you can form a binding contract with us and you are not prohibited by law (of your respective country) from accessing or using the Services; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions. If you believe that we might have any information from or about a child under 18, please contact us at support@refrens.com.

  3. Services Content

    The Services and its Contents, including the Products are intended solely for the personal use by the Users and may only be used in accordance with the terms of this Agreement. All Products or materials displayed on the Website or during the performance of the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions)) are protected by copyright, owned by Refrens. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services provided on the Website, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever, any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party rights.

    The Services provided whether or not as a collective work and/or compilation, are protected pursuant to the copyright laws, international conventions, and other intellectual property laws of the territory where the Services are performed. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

    You may not download or copy the Content (and other items displayed on the Services) for any unauthorized use. You shall not store any significant portion of any Content in any form, unless permitted under this Agreement. Copying or storing of any Content is expressly prohibited without prior written permission from the Company or from the copyright holder identified in such Content’s copyright notice. In the event, you are linked to the Website, Company shall reserve the right to revoke your rights and link at any time, at the Company’s sole discretion. Company reserves the right to provide consent for approving your request or rejecting your request for linking before or at the time of linking to the Website.

    In the course of using the Services, you and other Users may provide information which may be used by the Company in connection with the Services and which may be visible to certain other Users. Except for the Products, the Company hereby is and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sub-licenseable and transferable right to reasonably modify and exploit any such User Submissions (including all related intellectual property rights) provided in connection with the Services and Company’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, Company will only share your personally identifiable information in accordance with Company’s privacy policy in effect from time to time and located at Privacy. For clarity, the foregoing license grant to the Company does not affect your ownership of or right to grant additional non-exclusive licenses to the material in your User Submissions, unless otherwise agreed to in writing.

    For clarity, (a) regardless of the terms “Sale,” “Seller,” “Client”, a Client of a Product is obtaining only the rights specified above (and is not purchasing any intellectual property rights in the Products) and the Seller retains the intellectual property rights in such Product (if allowed by virtue of the applicable law) and the right to grant additional non-exclusive rights to others and (b) the Services provided are only a platform that facilitates the transaction between a Business and a Client with respect to Services, but the Company is not and shall not be considered a party to such transaction and has no responsibility for such transaction or for the Products or for any dispute between any Client and Seller.

    You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such Content is originated and that the Company will not be liable for any errors or omissions in any of the Content, provided by the Seller or any other person. You understand that the Company does not provide any guarantee on the identity of any other users (acting as or on behalf of Client/Seller) with whom you may interact in the course of using the Services. Additionally, the Company cannot guarantee the authenticity of any data which users or merchants or Sellers may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

    Under no circumstances will the Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

  4. Company is an Intermediary

    PLEASE NOTE THAT THE PURCHASE OF ANY SERVICES WITH ASSISTANCE FROM THIS WEBSITE IS A PRIVATE CONTRACT BETWEEN THE SELLERS AND THE CLIENTS, CHOOSING TO PURCHASE SUCH SERVICES. THE COMPANY IS MERELY AN ONLINE INTERMEDIARY FACILITATING THE TRANSACTION IN A LIMITED CAPACITY AND DOES NOT BEAR ANY RESPONSIBILITY FOR DELIVERY, AUTHENTICATION OR ANY OTHER KIND OF LOGISTICAL SUPPORT UNLESS EXPRESSLY MENTIONED.

    All commercial/contractual terms are offered by and agreed to between the Clients and BUSINESSES alone. The commercial/contractual terms include without date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. The Company does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the BUSINESS and CLIENTS.

    Company does not make any representation or warranty as to specifics (such as quality, value, saleability, etc) of the Products or services proposed to be sold or offered to be sold or purchased on the Website. Company does not implicitly or explicitly support or endorse the sale or purchase of any Products or services on the Website. Company accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

    Company is not responsible for any non-performance or breach of any contract entered into between you and Sellers. Company cannot and does not guarantee for the performance of any transaction concluded on the Website. Company shall not and is not required to mediate or resolve any dispute or disagreement between BUSINESS and CLIENTS.

    Company does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of its Users. You are advised to independently verify the bona fides of any particular User that You choose to deal with on the Website and use Your best judgment in that behalf.

    You shall independently agree upon the manner and terms and conditions of booking, time, venue, delivery, insurance etc. with the Seller(s) that You transact with. We are not an authorised agent of any Seller, service provider(s) or any such third party and we are only an online intermediary.

    Disclaimer: Pricing on any Products as is reflected may due to some technical issue, typographical error or product information published on the Website may be incorrectly reflected and in such an event, Company or the Seller reserves the right to cancel any such orders as requested and refund the amount ( if any) received from the User. The Company shall not be responsible for any such error/s or incorrect information provided by Seller; as providing the price of the Product is the sole responsibility of the Seller.

    You release and indemnify Company and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the Users of the Website and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts in that behalf, Company cannot take responsibility or control the information provided by other Users which is made available on the Website. You may find other User's information to be offensive, harmful, inconsistent, inaccurate, or deceptive. Please use caution and practice safe trading when using the Website.

    Please note that there could be risks in dealing with underage persons or people acting under false pretence.

  5. Restrictions

    You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of the Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

    Your use of the Services and tools on the Website and any transactions made through the Website are governed by the policies applicable to the Services, listed on the platform/Website. You agree not to, host, upload, publish, transmit, update, share, sell or purchase any Product, items and activities through Services, which includes, but is not limited to, the following:

    1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media, escort or prostitution services);
    2. Alcohol or goods which includes Alcohol content or any other alcoholic beverages such as beer, liquor, wine, or champagne;
    3. Body parts which includes organs or other body parts including blood and other bodily fluids;
    4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
    5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
    6. Child pornography which includes pornographic materials involving minors;
    7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
    8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
    9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
    10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
    11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
    12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
    13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
    14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related content;
    15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
    16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
    17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
    18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
    19. Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
    20. Offensive goods, crime scene photos or items, such as personal belongings, associated with criminals;
    21. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;
    22. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
    23. Regulated goods which includes air bags, batteries containing mercury, Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides, postage meters, recalled items, slot machines, surveillance equipment, goods regulated by government or other agency specifications;
    24. Securities which includes stocks, bonds, or related financial products;
    25. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, electronic cigarettes and related products;
    26. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
    27. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
    28. Wholesale currency which includes discounted currencies or currency exchanges;
    29. Live animals;
    30. Multi-Level Marketing collection fees;
    31. Matrix sites or sites using a matrix scheme approach;
    32. Work-at-home information;
    33. Drop-shipped merchandise;
    34. Overseas foreign exchange trading;
    35. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of US;
    36. Remote Access Technical Support;
    37. Illegal weapons, Product violating someone's privacy, providing or creating computer viruses;
    38. Product that tries to gain unauthorized access or exceeds the scope of authorized access to the Website, profiles, blogs, communities, account information, bulletins, friend requests, or other areas of the Website, or solicits passwords or personal identifying information for commercial or unlawful purposes from other users on the Website;
    39. interferes with another’s use and enjoyment of the Website;
    40. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation;
    41. Shall, directly or indirectly, offer or attempt to offer trade or attempt to trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
    42. Shall create liability for us or cause us to lose (in whole or part) the services of our Internet Service Provider (“ISPs”) or other suppliers.
    43. Adoption of children and babies;

    The Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if the Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

    You, not the Company, remain solely responsible for all the Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to the Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.

    You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other User of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

    You understand and agree that the Company shall have the sole right to decide whether you are in violation of any of the restrictions set forth in this Section, and shall have sole discretion regarding the course of action to take in connection therewith.

  6. Warranty Disclaimer

    The Company has no special relationship with you or any fiduciary duty towards you. You acknowledge that Company has no control over, and no duty to take any action regarding: which Users gain access to the Services; what Content you access via the Services; what effect the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. The Company makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of Products offered or purchased through the Services. Products purchased (whether or not following such recommendations and suggestions) or the Services provided on the Website are provided “AS IS” without any warranty of any kind from the Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. THE SERVICES, CONTENT, WEBSITE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND FROM THE COMPANY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND/OR OTHER USERS AND/OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

    The Company, its affiliates, officers, employees, agents, partners and licensors make no representations or warranty of any kind, express or implied, including but not limited to, that (i) the Services of the Website will meet your requirements or set standard of expectations (ii) the Services of the Website will be uninterrupted, timely, secure, accurate or error-free; (iii) the results that may be obtained or expect to be obtained from the use of such Services will be accurate or reliable; (iv) the quality of any Products, Services, Product Information or other Content will meet your expectations or requirements.

  7. Privacy Policy

    For information regarding the Company’s treatment of personally identifiable information, please refer to Company’s current Privacy Policy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Company’s Privacy Policy.

  8. Registration and Security

    As a condition to using some aspects of the Services, you may be required to register with Company and select a password and user name (“ Company User ID”) and for such purposes, you will be referred to as a Registered User. A Registered User can be a Business or a Client or both. If you are accessing the Services through a third party site or service (such as “Facebook Connect” or “Google Login”), Company may require that your Company User ID be the same as your user name for such third party site or service. You shall provide the Company with accurate, complete, and updated registration information and you shall be responsible for all the activities that occur under your Company User ID. The Information provided by you while availing the Services on the Website is subject to Privacy Policy of the Company displayed on the Website. The Company reserves the right to store, evaluate, analyze, verify, and authenticate the information and data provided by the User. You are required to fill your data accurately and precisely while filing the information for placing order for Products.

    The Registered User shall be required to provide KYC information/details to the Company, such as electronic copies of identity proof, address proof and any other such document mandated under the law, and shall be uploaded by the User in soft copy form at the time of registration and/or provided to the Company as and when sought. The Company has the sole right to activate/deactivate your account on the Website, upon receiving the registration information provided by the User, upon scrutinizing the veracity of the details provided. For the purpose of KYC and Company records, Company has the right to seek the self-attested copies of the documents, as submitted during/post the registration process.

    Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID, a name of another person with the intent to impersonate that person; or (ii) use as a Company User ID, a name subject to any rights of a person other than you without appropriate authorization. The Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password. If you access the Service through a third party site or service, you will provide your third party account credentials to the Company, and you are consenting to have the information in those accounts transmitted into your Company account, and you agree that you shall only use accounts owned by you, and not by any other person or entity.

    You agree that if You provide any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with this Terms of Service, We shall have the right to indefinitely suspend or terminate or block access of your membership on the Website and refuse to provide You with access to the Website.

    Kindly Note: In the event, if any discrepancy is found, in case any of the information provided by the User, for example, registration information provided does not match with the adjoining documents, such mismatch shall lead to the rejection/deactivation/termination of the registration. The privacy of the documents provided or any such personally identifiable information provided to the Company, shall be maintained in accordance to the Privacy Policy of the website. In addition, you acknowledge that we have the right to disclose the information (if required) provided by you to the law enforcement authorities whether or not for any investigation purposes.

  9. Indemnity

    You will indemnify, defend, at the Company’s option, and hold the Company, its parents, subsidiaries, affiliates, officers, associates successors, assigns, licensors and employees, the Website or any of their respective officers, directors, employees, agents, vendors, licensors, representatives, advertisers, service providers, franchisers and vendors harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or due to any infringement by you or any third party using your account of any intellectual property or other right of any person or entity, or your provision of defective or sub-standard goods/services through this Website, or your breach of terms of conditions agreed by you to a Client in transaction facilitated by this Website.

  10. Limitation of Liability

    TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT OR FOR ANY LOSS OF PROFITS, REVENUES OR USE, OR THE LOSS OR CORRUPTION OF DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, STATUTORY OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY WHETHER LIABILITY ARISES FROM BREACH OF THIS AGREEMENT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OPERATION OF LAW, EQUITABLE THEORY OR OTHERWISE. THE AGGREGATE LIABILITY OF THE COMPANY HEREUNDER WILL IN NO CASE EXCEED THE LESSER OF INR 100 OR THE FEES PAID BY YOU TOWARDS THE USAGE OF THE SERVICES / WEBSITE FOR THE LAST TRANSACTION; FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS; OR FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. IN CONDITIONS WHERE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE MENTIONED LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE SERVICES, ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE SERVICES ARE PROVIDED ON BEST EFFORT BASIS, WITHOUT GIVING ANY WARRANTY RELATING TO ANY COMMITMENT TO PERFORM SERVICES AT SPECIFIED TIME AND/OR ON SPECIFIED DATE. THE WEBSITE IS NOT HACK PROOF. THE WEBSITE AND THE DATA MAY GET PILFERED, DAMAGED, LOST, GARBLED OR BECOME USELESS.

    We as a merchant 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 acquiring bank from time to time.

  11. Fees and Payment

    You can place the order for the Products listed by the Seller at a price as shown or provided by the Seller. You need to place an order by making payment through available or provided payment modes. Prices listed are in Indian Rupees (unless specified) and are subject to change from time to time, at the sole discretion of the Seller. The Company reserves the right to require payment of fees for certain or all Services, in addition to the fees charged for the purchase and sale of any Product. You shall pay all fees, as described on the Website in connection with such Services selected by you.

    For the services rendered by the Company, it charges a Platform Fee on each transaction between Client and Seller, which it deducts from the payment made by the Client. The Company, at its sole discretion, reserves the right to modify the Platform Fee from time to time. The Seller shall bear and be responsible for any applicable federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the subject matter hereunder, excluding taxes based upon the Company’s net income; if there is any withholding required, the Seller will pay any amount specified on the Website without reduction for the withholding amount and will also pay the withholding amount to the applicable authorities.

    Payments to the Seller shall be paid out by the Company, subject to a minimum account balance in the Seller’s account and provided that the Seller has provided his correct account details during the registration of its account on the Website.

    The Company reserves the right to change pricing and payment policies and to institute new charges at any time, upon notice to the Seller, which may be sent by email or posted on the Website. All payments need to be made online and no offline payments are permitted by the Company.

    User understands and acknowledges:

    1. that upon placing an Order You are entering into a legally binding and enforceable contract with the Seller to purchase the Products and /or services from the Seller using the payment facility, and You shall pay the price as listed on the Website through any such instrument as provided used for the payment, to the Seller using payment facility.
    2. That You shall be entitled to claim a refund of the Order placed (as Your sole and exclusive remedy) in case You do not get the confirmation of the Order placed. In case you do not raise a refund claim within the stipulated time than, Company or the Seller does not take the responsibility of the refund to be received by You, from your issuing bank.
    3. That no refund shall be made once the Order is placed or confirmed, using the Website (unless the services are not provided appropriately by the Seller).
    4. That Company, undertakes utmost care to provide secure payment system, however, it is susceptible to hacking, virus attacks, malfunction.
    5. That the User shall provide accurate payment details to the secure payment system for making purchase on the Website.
    6. The information provided by User will not be utilized or shared with any third party unless required in relation to fraud verifications or by law, regulation or court order.
    7. The Company expressly disclaims all liabilities that may arise as a consequence of any unauthorized use of User’s credit/ debit card.
    8. That the User undertakes all payments subject to own risk and volition.
    9. The Company shall not be liable for any loss or damage occurred to User arising directly or indirectly due to the decline of authorization for any transaction malfunction, errors and/or unscrupulous activities.

    We shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly due to the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit.

  12. Refunds, Disputes and Chargebacks

    For Client

    As a general rule, no refund will be provided until and unless such circumstances exist that the Company deems fit to refund the transaction money.

    A Client may submit a claim for a refund for a purchase made by emailing at support@refrens.com and providing a clear and specific reason for the refund request and the exact terms that have been violated. Whether a refund will be provided will be determined by the Company, in its sole discretion. Refund requests must be submitted within 10 days of the purchase or within any such duration, as indicated by the Sellers.

    In case a Client has a dispute with the Seller where he/she wants a refund for the amount paid to the Seller, Client should create a case using the link on the transaction mail within 10 days from the date of transaction/purchase or placing the Order. In case of failure to do so by the Client, he/she agrees that it absolves the Company from any responsibility to facilitate the resolution of such dispute.

    The Client agrees not to dispute/chargeback the transaction with his/her credit card issuing bank without informing or obtaining prior consent of the Company.

    For Seller

    A transaction may be reversed or charged back to your account if it is disputed by the Client, reversed for any reason by the Network, deemed to be fraudulent, deemed to be in violation of this Agreement, or we have any reason to believe that the transaction was not completed in good faith.

    For any transaction that results in a chargeback, the Company may withhold the transaction amount from your account. If your account has any pending resolution of any chargebacks, the Company has the discretion to delay your next payout(s). The Company reserves the right to withhold from your account the amount of one or more transactions, if it believes that there is a significantly increased risk of a chargeback occurring on these transactions. The Company may also charge you a fee for each refund, or chargeback, or dispute incurred.

    If your account is incurring a significantly high volume of chargebacks according to the Company, the Company reserves the right to (a) suspend your account, (b) increase processing fees, (c) withhold payouts, (d) increase holding period for your funds to be paid out, (e) implement a rolling reserve.

    The Company reserves the right to charge a "Penalty fee" from the Users, including Clients and Sellers, for abusing the platform, towards the charges incurred for the investigation, operational handling and legal consultation charges.

    1. Audit Rights

      Company will have the right to inspect and audit User’s records relating only to the Services performed during normal business hours, for the Term of the Agreement and for a period of one year thereafter at its own cost.

      The Company reserves the right to investigate and verify the authenticity of the information shared by the Seller to the Company or the Client, with regards to the business model, purpose of payments, and/or Transactions that the Company considers suspicious or fraudulent in nature, anytime. Any representative of the Company may contact the Clients or the Issuer Bank of Clients (whose card or net-banking was used to make the payment) directly to verify the details provided by the Seller.

      For such investigations, Sellers are required to co-operate in the investigation process and provide any such documents, including, KYC documents (self-attested), copy of any such License required to sell/collect payments for such products / services, invoices, proof of delivery, details of the Client, details of the medium through which the payment was made/collected, and "Authorisation Mail" from the Clients / Card holders (whose card or net-banking was used to make the payment), or any other document to the Company on demand.

      The Company reserves the rights to withhold payouts of the Seller completely or partially till such investigation is completed to the satisfaction of the Company. If the Seller does not co-operate in such investigations, the Company may terminate the Seller's account in accordance with Clause 13 and refer the account and the matter to the appropriate regulatory body that the Company may deem fit for further investigation.

  13. Interaction with Third Parties

    The Services may contain links to third party websites or services (“Third Party Services”) that are not owned or controlled by the Company, or the Services may be accessible by logging in through a Third Party Service, as described more fully in our Privacy Policy. When you access Third Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agreed to be bound by all applicable policies of any Third Party Services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. The Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, the Company will not and cannot monitor, verify, censor or edit the content of any Third Party Service. By using the Services, you expressly relieve and hold harmless the Company from any and all liability arising from your use of any Third Party Service.

    Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release the Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. THE COMPANY DOES NOT WARRANT OR ENDORSE AND DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD PARTY SERVICES, THIRD PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES.

  14. Termination and Suspension

    This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. The Company may terminate or suspend your access to the Services or your membership or registration at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. The Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. On termination of your account, the Company has the right to refund your transactions, or keep your funds on hold for a period, as deemed fit by the Company, from the date of termination post which such amount shall be released to your account or any such account as directed, in accordance with the then applicable laws. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

    The Company, upon obtaining knowledge by itself or been brought to actual knowledge by an affected person or User in writing or through email signed with electronic signature about any such information which is not authorized to be displayed while using the Services, including, not limited to, the details as provided in the above mentioned Section 4, the Company shall act within thirty six hours or at the time the Company is aware of such information being posted and where applicable, work with User or owner of such information to disable such information that is in contravention and not authorized to be displayed on the Website or in the Services provided. Further, the Company shall preserve such information and associated records for at least ninety days or for any number days, for investigation purposes. Post internal investigation(s), if any, conducted by the Company and post ceasing the right(s) of the Seller or the User or any other relevant party to access or use the Services, Website, and any Content, Company reserves the right to disclose any and all information to the relevant governmental authorities, for any further actions to be taken under the law. The Company reserves the right to take any such action, on any suspicious and/or reasonable ground(s).

    1. Termination in the event of misrepresentation of business model, products and/or services:

      In case the Company receives considerable amount of Client complaints or dispute cases on Resolution Center or Chargeback or by any other means, the Company becomes aware of the fact that the Seller has misrepresented their business activities/Product/Services or has used Company's Services or the platform provided to collect payments for purposes other than what was disclosed to the Company, the Company reserves the right to suspend or terminate the Seller's account permanently and refund the transactions to the Client's to the instrument through which the payment was made or received by the Company.

      In case the amount not released to the Seller is more than the refund amount or amount to be refunded to the Client, the Seller is required to make necessary payments to the Company to execute the refunds. Failing to recover the refunds paid to the Client or to be paid to the Client, the Company reserves the right to make all reasonable collection efforts and/or file a law suit or complaint or take any legal recourse available to the Company, against the Seller or any of the Seller’s representatives, as per the details provided by the Seller to Company.

      In an event, where the Company is unable to provide refund to the Clients for the transaction(s), for the reasons which includes, without limitation, ascertaining the actual payers, the Company reserves the rights to take appropriate legal actions and report the matter to law enforcement agencies such as Cyber Crime Division, Computer Emergency Response Team, Economic Offenses Wing, Financial Intelligence Unit and any other appropriate regulatory body and shall continue to withhold the amount in its accounts or deposit or transfer the amount to the concerned account(s), as directed by the competent regulatory authority.

  15. Notice

    All notices addressing to the Company will be served by email or by general notification on the Website. Any notice provided to Company pursuant to the Terms should be sent to support services at support@refrens.com.

  16. Change

    We have and continue to have the right to modify, change or update this Terms of Service and any other policies as provided on the Website, at any time by reasonably highlighting on the Website about such change. Such changes shall be effective immediately upon posting to the Website. You are advised to keep a regular check and update on the Policy updates on the Website.

  17. Compliance with laws

    Users 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 there under, 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 respectively for using payment facility and our Website.

  18. Force Majeure

    Without limiting the foregoing, under no circumstances shall the Company, its affiliates, officers, employees, agents, partners and licensors be held liable for any damage or loss, penalty due to delay or deficiency in performance of the Website and Services resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication failures, major electricity failures, internet outage, downtime, floods, storms, accident, civil disturbances, riots, strikes, shortages of labor, fluctuations in heat, light, fire or air.

  19. Advertisements

    The Website will also post, display, publish or provide links of advertisements of advertisers on the Website at various places on the Website. The places of such Advertisements shall not be fixed. These advertisers might set cookies on Website which shall use your data, information for various other links. If you would like to know more information about this practice and to know your choices about not having this information used by any company, please refer to the relevant policy of such advertiser for more information.

    We do not endorse or recommend or market or warranty the advertisements or advertisers or quality, suitability, merchantability, fitness, commitment, reasonability of the Product and/or services offered by such advertisers. We are not responsible for any of these advertisers as these will by third party advertisers. If you intend to deal with the advertisers, you shall directly deal with them at your entire risk and volition and Company shall not be made a party or forced party in any such conflicts.

  20. Miscellaneous

    The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by you except with the Company’s prior written consent. The Company may transfer, assign or delegate this Agreement and its rights and obligations without any consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.

    Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. You and the Company agree there are no third party beneficiaries intended under this Agreement.

  21. Arbitration & Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the India, without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Surat, India in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof by one or more arbitrator(s) appointed mutually by the parties in accordance with those regulations. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief at any time. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Surat, India.

  22. Contact

    If you have any questions, complaints, or claims with respect to the Services, you may contact us at support@refrens.com.