Terms and conditions

Welcome, and thank you for your interest in Sellmitra Systems.

Sellmitra ("Sellmitra", "we", "us" or "the Platform") provides a technology service that enables independent sellers ("you", "your" or "Seller") to create and operate their own e-commerce websites. The Platform is not a marketplace and does not sell any goods or services. We are not a party to any transaction between you and your customers; all transactions are made directly between you and your customers.

By registering on the Platform, you agree to be bound by these Terms and Conditions.

These Terms govern your use of our services for operating your e-commerce websites through:

• Our web application accessible at www.sellmitra.com and related domains;
• Our mobile and tablet applications ("Mobile Apps");
• Our downloadable software, embeddable widgets, and other related tools and services (collectively, the "Service").

These Terms constitute a legally binding agreement between you and Sellmitra. However, if you have entered into a separate written agreement with Sellmitra that governs your use of the Service, that agreement will prevail, and these Terms will not apply to the extent of any conflict.

Please read these Terms carefully. By clicking "I Accept", creating an account, downloading or using the Mobile App, or accessing the Service in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

Note: These Terms include a binding arbitration provision (see Section 26), meaning that you and Sellmitra agree to resolve most disputes through arbitration, not in court. You waive the right to bring claims as part of a class action, and your rights will be determined by a neutral arbitrator, not a judge or jury.

You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us:

1. That you are at least eighteen (18) years of age and have a sound mind.
2. That you have not been previously suspended or removed from the Service; and
3. That you use the Service in compliance with all applicable laws and regulations.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, "you" and "your" will refer to that entity.

To access certain features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your first name, last name, e-mail address, or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.

You will also be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and for all activities that occur under your account. If you believe your account has been compromised, you must immediately notify us at support@sellmitra.com.

Your account is personal to you and may not be shared or transferred to others. Any unauthorized use of your account may result in suspension or termination.

Depending on your Sellmitra pricing plan, you may be able to create additional staff accounts ("Staff Accounts") to grant access to your Store to your employees, agents, or subcontractors.

Each Staff Account must include:

• The user's full legal name, and
• A valid email address.

You, as the Store Owner, can assign specific permissions to each Staff Account, including restricting access to sensitive areas such as sales reports or store settings.

The Store Owner is fully responsible for:

• Ensuring all users with Staff Accounts comply with these Terms of Service; and
• Any actions or breaches committed by users under the Store Owner’s Staff Accounts.

If you provide access to third parties (including affiliates or subcontractors), you remain responsible for fulfilling all obligations under this Agreement.

If you purchase Staff Account subscriptions, each Staff Account must be used solely by the individual designated as the user and must not be shared with others.

All users with Staff Accounts and the Store Owner are collectively referred to as "Sellmitra Users".

Subject to your compliance with these Terms, Sellmitra grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Service solely for your internal business operations.

Your access and rights under the Service are conditional on:

• Your selected subscription plan, including applicable limitations (e.g., number of products, orders, features), and
• Any written agreements or purchase orders executed between you and Sellmitra.

Your use of the Service must also comply with:

• Any applicable end-user license agreements for Mobile Apps;
• Acceptable use policies, feature-specific terms, or guidelines that may be published or linked to within the Service.

All such additional terms, policies, and rules are incorporated by reference into these Terms.

You agree not to use the Platform, or allow your Store to be used, for any activity that is illegal, harmful, or otherwise prohibited under these Terms. The following activities are strictly prohibited:

1. Counterfeit and Infringing Goods
   • Listing, promoting, or selling counterfeit, replica, imitation, or “look-alike” goods.
   • Any goods that infringe or misappropriate third-party intellectual property rights, including trademarks, copyrights, or patents.
2. Prohibited Product Categories

   You may not list, promote, or sell the following items, regardless of whether such items are legal in any jurisdiction:

   1. Alcoholic beverages, including but not limited to whisky, rum, gin, vodka, wine, beer, and any other spirits.
   2. Non-vegetarian food items, including meat, poultry, fish, eggs, and products derived from them.
   3. Weapons of any kind, including firearms, ammunition, knives (other than kitchen utensils), explosives, or any offensive weapons prohibited under Indian law.
   4. Illegal drugs and controlled substances, including narcotics, psychotropic substances, and related paraphernalia.
   5. Medicines, health supplements, herbal and ayurvedic products, unless the seller holds a valid manufacturing and/or sale license under applicable Indian laws, and the products are duly approved, labelled, and compliant with all regulatory requirements.
   6. Tobacco and related products, including cigarettes, cigars, chewing tobacco, and e-cigarettes.
   7. Explosives, flammable, or hazardous materials, including fireworks and chemicals restricted under Indian law.
   8. Currency, coins, government IDs, or payment instruments, whether counterfeit or genuine, unless explicitly permitted by the Reserve Bank of India.
   9. Human or animal parts, including ivory, bones, organs, skins, and any items prohibited under the Wildlife Protection Act, 1972.
   10. Prescription medicines, medical devices, and health products that require a license, unless the seller holds a valid license and complies with all applicable laws.
   11. Pornographic or sexually explicit content, in any form.
   12. Hate speech, extremist materials, or content promoting violence against individuals or groups.
   13. Gambling or betting services, including lottery tickets, online casinos, or sports betting, where prohibited under applicable state laws.
   14. Pyramid schemes or multi-level marketing programs that are unlawful under Indian law.
   15. Any item whose sale is prohibited under Indian law.

The Platform reserves the right to update this list at any time.

The Seller is solely and fully responsible for all aspects of operating and managing their store on the Sellmitra platform, including but not limited to the following:

1. Public-Facing Policies and Contact Information

   You agree to provide and maintain clear, public-facing contact information, including your name, address, telephone number, and email address. Additionally, you must publish your own terms of service, refund policy, and shipping policy (including order fulfillment timelines). If you rely on a third-party supplier, you are obligated to disclose this to your customers.

2. Independent Merchant of Record

   You acknowledge and agree that Sellmitra is not a marketplace. Any contract of sale made through the Services is directly and solely between you and the customer. You are the merchant of record for all sales, and bear full responsibility for:

   • Creating and operating your Sellmitra Store;
   • Your Materials and all goods and services offered;
   • All aspects of the transaction with customers, including processing payments, determining and collecting taxes, issuing refunds, managing returns, and fulfilling legal disclosure obligations;
   • Addressing customer service, complaints, and handling fraud;
   • Ensuring regulatory compliance, including adherence to consumer protection and other applicable laws in every jurisdiction where you operate;
   • Any violation of applicable law, or breach of these Terms.

   Sellmitra is not a party to any transaction and does not assume liability for your Store, your Materials, or your dealings with customers.

3. Location Accuracy

   You must provide and maintain an accurate business location in your Store’s administrative console. You are required to promptly update your location when changing jurisdictions.

4. Legal Compliance

   You represent and warrant that you will fully comply with all applicable laws, regulations, and third-party rights in relation to your use of the Services and your obligations under these Terms of Service.

5. Product Accuracy

   You are responsible for listing accurate and complete product descriptions and prices.

6. Order Fulfillment

   You agree to fulfill all customer orders in a timely and professional manner.

7. Customer Support and Complaints

   You are solely responsible for addressing buyer complaints and providing after-sales support.

8. Licenses and Permits

   You agree to obtain and maintain all licenses, permits, and approvals required for your business operations. You must provide proof of such compliance upon request from Sellmitra or any competent legal or regulatory authority.

Sellmitra is a technology service provider that enables Sellers to create and manage their own independent online stores. All transactions take place directly between the buyer and the seller.

The Platform does not mediate or resolve disputes relating to non-delivery, defective goods, payment issues, or refund claims.

Buyers are advised to contact the seller directly to resolve such issues. If the matter cannot be resolved, the buyer should approach the appropriate legal authority (e.g., file a police complaint or a consumer court case). The Platform will take necessary action only upon receipt of a lawful order or directive from a court, law-enforcement agency, or other competent government authority.

The Platform has no control over, and does not guarantee, the quality, safety, legality, delivery, or authenticity of any goods or services listed by Sellers.

The Platform shall not be liable for any loss, damage, fraud, non-delivery, defective products, or any other dispute arising out of a transaction between a Seller and a Buyer. All such disputes must be resolved directly between the concerned parties.

Sellmitra is a platform designed primarily to support Sellers in managing and operating their online stores. Sellmitra does not offer any guarantees, warranties, protection plans, or assurances to Buyers regarding any goods or services sold by Sellers.

Buyers are solely responsible for evaluating the credibility of Sellers and the suitability of any products or services prior to making a purchase. Sellmitra disclaims any liability arising from Buyer dissatisfaction, product quality, non-delivery, or any other Buyer-related issue.

"User Content" means all content you upload or submit to the Service, including product listings, images, text, documents, communications, data, and other materials.

1. Ownership of User Content

   You retain full ownership of all content you upload or submit to the Service. Sellmitra does not claim any ownership rights over your User Content, and Nothing in these Terms transfers any ownership of your intellectual property to Sellmitra.

2. License to Sellmitra

   By submitting User Content to the Service, you grant Sellmitra a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, store, display, reproduce, modify (solely for formatting or display purposes), and distribute your User Content as necessary to operate and improve the Service. This includes the right to host and back up your data and to use it in aggregated, anonymized form for analytical or business purposes, provided it does not identify you or your customers.

3. License to Other Users (If Applicable)

   If the Service enables you to share User Content with others (such as via public store pages, shared links, or collaborative features), you grant such users a limited, non-exclusive license to access and use that User Content as permitted by the functionality of the Service and these Terms.

4. Responsibility and Representations

   You are solely responsible for your User Content and all consequences of uploading, posting, or publishing it. By doing so, you affirm and warrant that:

   • You own the User Content or have all necessary rights and permissions to submit it;
   • Your User Content does not infringe or violate any third-party rights, including intellectual property, privacy, or publicity rights;
   • Your User Content is not defamatory, harmful, or otherwise unlawful.
5. Backups and Data Loss

   You are responsible for maintaining independent backups of your User Content. Sellmitra is not liable for any loss, corruption, or deletion of data stored on the Service. Upon account termination or cancellation, you may lose access to your User Content, and Sellmitra is under no obligation to retain or retrieve it.

6. Customer Reference

   You agree that Sellmitra may use your name, logo, or Store name as a customer reference in marketing or promotional materials, subject to your reasonable trademark usage guidelines if provided in writing.

Sellmitra may provide tools through the Service that enable you to export information, including User Content, to third-party services (for example, by linking accounts or using third-party buttons such as "like" or "share"). By using these tools, you agree that we may transfer such information to the applicable third-party service.

Third-party services and linked websites are not under our control, and Sellmitra is not responsible for their content or their use of your exported information. Use of third-party services is subject to the third party's terms and privacy practices.

"Confidential Information" includes any non-public information related to a party’s business disclosed in connection with the Services, whether in oral, written, graphic, or electronic form. This includes business plans, customer and supplier information, pricing, financial data, product designs, marketing strategies, technical processes, software, source code, trade secrets, and other proprietary or sensitive information. For this Agreement, Sellmitra’s Confidential Information includes non-public information relating to Sellmitra or the Services, including security practices, infrastructure, and internal procedures.

1. Obligation of Confidentiality

   Each party agrees to:

   • Use the other party’s Confidential Information only as necessary to fulfill its obligations under these Terms of Service; and
   • Take reasonable precautions—at least equivalent to the precautions it uses to protect its own similar confidential information—to protect the confidentiality of such information.
2. Permitted Disclosures

   Confidential Information may only be disclosed to:

   • Employees, agents, or subcontractors of the receiving party who need to know such information to carry out the receiving party’s obligations under this Agreement and who are bound by written confidentiality obligations no less restrictive than those herein; or
   • Governmental or judicial authorities, to the extent such disclosure is required by law, regulation, or court order, provided that (if legally permissible) the receiving party promptly notifies the disclosing party and cooperates in seeking confidential treatment or a protective order for such disclosure.
3. Exclusions

   Confidential Information does not include information that the receiving party can demonstrate by written evidence:

   • Was already lawfully known or in its possession at the time of disclosure, without obligation of confidentiality;
   • Was independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information;
   • Is or becomes publicly available through no fault of the receiving party; or
   • Was lawfully obtained from a third party not under any duty of confidentiality.

Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, and share your personal information. The Privacy Policy is incorporated by reference into these Terms. Please review it carefully before using the Services.

1. Fees Structure

   You agree to pay all applicable fees related to your use of the Services, including:

   • Subscription Fees: Fees for your subscription to the Online Service and/or POS Services;
   • Transaction Fees: Fees based on the value of sales made through your Store using payment providers;
   • Additional Fees: Fees for purchases or usage of Sellmitra-related products and services, including but not limited to POS Equipment, shipping, apps, Themes, domain names, or Third-Party Services.

   Collectively, these are referred to as the "Fees".

2. Authorized Payment Method

   You must maintain a valid, authorized payment method on file at all times. We may also seek pre-authorization of your payment method (such as a credit card) to ensure it is valid and has sufficient credit or balance available. Sellmitra will automatically charge this method for all due Fees. Charges will continue until the Services are terminated and all outstanding Fees are paid. Unless otherwise stated, all Fees are quoted and payable in Indian Rupees (INR).

3. Billing Cycle and Invoicing
   • Subscription Fees are billed in advance in 30-day billing cycles ("Billing Date").
   • Transaction Fees and Additional Fees are billed periodically at Sellmitra’s discretion.
   • Invoices are emailed to your Store’s registered Primary Email Address and also available in your Store’s Account page.
   • You must raise any billing disputes within two (2) weeks of the Billing Date.
4. Subscription Renewal and Changes

   Sellmitra will notify you in advance (via email or through the Platform) of any changes to the Subscription Fees applicable at the time of your subscription renewal. You are responsible for cancelling your subscription before the renewal date to avoid automatic billing for the next period. If you use the Service under an organization’s enterprise account, individual Subscription Fees may not apply to you, depending on your organization’s agreement with Sellmitra. For recurring billing terms, refer to our Recurring payments terms and condition.

5. Failed Payments and Account Suspension

   If Sellmitra cannot successfully process a payment using your Authorized Payment Method:

   • We may retry charging the same or other authorized methods.
   • If payment remains unsuccessful for 28 days, we may suspend your access to the Services and your Account.
   • Suspension will continue until all outstanding Fees, plus the next billing cycle’s Fees, are paid.
   • If payment remains unpaid for 60 days after suspension, Sellmitra reserves the right to terminate your Account as per Section 22.
6. Taxes
   • You are responsible for all applicable taxes related to your subscription or purchases.
   • If Sellmitra charges taxes, these are based on your billing address and added to the Fees.
   • If you are exempt from such taxes, you must submit valid proof of exemption.
   • If no taxes are charged by Sellmitra, you are solely responsible for calculating, remitting, and reporting taxes to the relevant authorities.
7. Deductions and Withholding
   • All Fees payable to Sellmitra must be made net of any deductions or withholdings, unless required by law.
   • You are responsible for separately paying such deductions or withholdings to the relevant authority.
   • Sellmitra retains the right to charge the full Fee amount regardless of such deductions.
8. Responsibility for Taxes on Sales

   As also stated in Section 7 ("Seller Responsibility"), you are solely responsible for determining, collecting, reporting, and remitting any taxes arising from sales made via your Store or use of the Services.

9. No Refund Policy

   All Fees paid to Sellmitra are non-refundable under any circumstances, including but not limited to:

   • Suspension or termination of your account for violation of these Terms or applicable laws (including fraud, illegal activity, or prohibited conduct);
   • Voluntary closure of your account;
   • Low or no sales through your Store;
   • Removal of your listings due to prohibited content;
   • Non-use of the Services during your subscription period.

   Fees are charged solely for access to the Platform’s tools, hosting, and related services. Sellmitra does not guarantee any particular results, sales, or buyer satisfaction.

1. License to Use Your Materials

   While you retain ownership of the content, products, trademarks, and other materials ("Materials") you upload or provide through the Sellmitra platform, you grant Sellmitra a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, store, display, reproduce, modify, run, distribute, translate, create derivative works of, publicly perform, broadcast, and make available such Materials.

   This license is necessary for Sellmitra to operate, provide, improve, promote, and support the Services, and to fulfill its rights and obligations under these Terms. Sellmitra may also feature, promote, or combine your Store and Materials across any channels or media controlled by Sellmitra or its partners.

2. Representations and Warranties
   • You have full rights and authority to grant the license described above;
   • You have obtained all necessary rights and consents for any personal data or third-party content included in your Materials, as required under applicable data protection and intellectual property laws.
3. Waiver of Moral Rights

   To the maximum extent permitted by law, you irrevocably waive any and all moral rights you may have in your Materials in favor of Sellmitra, including for any party to whom Sellmitra may license or transfer those rights.

4. Ownership and Account Termination

   If you owned the Materials prior to uploading them to Sellmitra, you retain ownership, subject to the rights and licenses granted in these Terms.

   You may delete your Sellmitra Store at any time by closing your account; however, such deletion does not affect licenses and rights granted to Sellmitra during the term of use, to the extent necessary to fulfill obligations incurred prior to account termination.

5. Right to Review or Remove Materials

   Sellmitra reserves the right (but not the obligation) to review, monitor, or remove any Materials submitted through the Services, at its sole discretion, and without notice.

6. License to Use Trademarks

   You grant Sellmitra a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any names, trademarks, service marks, and logos associated with your Store ("Your Trademarks") for the purpose of operating, promoting, and providing the Services. This license shall survive termination of these Terms solely as necessary for Sellmitra to exercise any rights or fulfill any obligations that arose prior to termination.

The Service, including all visual interfaces, graphics, design, compilation, computer code, databases, software, and other elements provided by Sellmitra ("Platform Materials"), are and shall remain the sole property of Sellmitra and its licensors. All rights, title, and interest in and to the Platform Materials, including any intellectual property rights, are retained by Sellmitra, except for the limited rights expressly granted to you under these Terms.

No rights are granted to you other than as expressly set forth in these Terms. Sellmitra reserves all rights not explicitly granted.

1. Reverse Engineering or Derivation: Alter, modify, adapt, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service or any part thereof, except as expressly permitted by applicable law;
2. Unauthorized Distribution: Sell, lease, rent, sublicense, distribute, assign, or otherwise transfer or convey the Service or any portion thereof to any third party;
3. Service Bureau Usage: Use the Service for any time-sharing, outsourcing, service bureau, hosting, application service provider (ASP), or similar commercial purposes;
4. Competitive Use: Use the Service to develop, market, or support any product or service that competes with Sellmitra, or to conduct any benchmarking, analysis, or evaluation of the Service in a manner that benefits a competing product or service;
5. Removal of Proprietary Notices: Remove, obscure, or alter any copyright, trademark, patent, or other proprietary rights notices or labels contained within the Service or any part thereof;
6. Unsupported or Improper Use: Use the Service in a manner not authorized by Sellmitra’s documentation or user guides, or in conjunction with any software or hardware not supported by Sellmitra;
7. Unauthorized Disclosure or Unlawful Purpose: Disclose the results of any benchmark or performance tests of the Service without Sellmitra’s prior written consent, or use the Service for any illegal, unauthorized, or unlawful purposes.

• Your use or misuse of the Services;
• Any breach or violation of these Terms, the Acceptable Use Policy (AUP), or applicable law;
• Any actual or alleged infringement of any third-party rights, including intellectual property, privacy, or other proprietary rights;
• Any content or materials uploaded, posted, or transmitted by you through the platform;
• Any transaction or dispute between you and your customers or any third party.

1. No Indirect Damages: Sellmitra and its suppliers shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible losses arising out of or related to your use of, or inability to use, the Services.
2. Cap on Liability: The total cumulative liability of Sellmitra for any claim related to these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees you have paid to Sellmitra in the 12 months prior to the claim.
3. No Warranties: The Services are provided "as is" and "as available". All warranty disclaimers are provided in Section 19 (Disclaimers; No Warranties), which is incorporated by reference.
4. Responsibility for Your Customers: You are solely responsible for any dealings with your buyers, including delivery, returns, refunds, disputes, taxes, compliance, and legal obligations. Sellmitra is not a party to any transaction between you and your customers.
5. Risk Allocation: Each provision in this section is an essential element of the agreement and serves to fairly allocate the risks between the parties. These limitations shall apply even if any limited remedy fails of its essential purpose.

THE SERVICE, INCLUDING ALL MATERIALS, CONTENT, FEATURES, AND FUNCTIONALITY PROVIDED THROUGH IT, IS OFFERED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SELLMITRA AND ITS AFFILIATES ("SELLMITRA ENTITIES") EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

SELLMITRA DOES NOT GUARANTEE THAT:

• THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;
• ANY DEFECTS WILL BE CORRECTED;
• THE SERVICE OR SERVER(S) THAT MAKE IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• THE RESULTS OR OUTCOMES OBTAINED FROM USING THE SERVICE WILL BE ACCURATE OR RELIABLE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SELLMITRA OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IF SO, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER LOCAL LAW.

1. Subscription Term

   Your subscription to the Services continues for the duration of the initial term selected at the time of purchase and automatically renews for successive periods of equal length, unless terminated earlier in accordance with these Terms.

2. Termination by You

   You may terminate your Account at any time by contacting Sellmitra at support@sellmitra.com. Upon termination, all outstanding Fees will remain payable, including any Fees due for the remainder of your current billing cycle.

3. Termination by Sellmitra

   We may suspend or terminate your access to the Services immediately, without prior notice, if:

   • You breach any provision of these Terms (including non-payment of Fees);
   • You become insolvent, file for bankruptcy, or are subject to similar proceedings;
   • We discontinue the Services generally (in which case, we will refund any prepaid Fees for the unused portion of your subscription);
   • We may also suspend or terminate your access if your conduct is deemed illegal, harmful to the reputation or operations of the Platform, or required by court order or government directive.
4. Mutual Right of Termination

   Either party may terminate this Agreement upon written notice if:

   • The other party terminates or suspends its business operations;
   • The other party becomes insolvent or unable to pay its debts as they become due;
   • The other party makes an assignment for the benefit of creditors, is placed under the control of a receiver, or becomes subject to any bankruptcy or insolvency proceedings under applicable Indian laws.
5. Effect of Termination

   Upon termination, your access to the Services and your Account will be deactivated. All outstanding obligations, including unpaid Fees, shall survive termination. You are solely responsible for backing up your data prior to account closure, as it may be permanently deleted thereafter.

We may update or modify these Terms from time to time. If changes materially affect your rights or obligations, we will make reasonable efforts to notify you (e.g., via email, notice within the Services, or other reasonable means).

• Continued use of the Services after such updates constitutes your acceptance of the revised Terms.
• If you do not agree to the changes, you must stop using the Services before the changes take effect.

For clarity, any disputes arising under these Terms will be resolved based on the version in effect at the time the dispute arose.

1. Tier 1: The Platform will take appropriate action in response to valid legal notices, government orders, or court directives, subject to verification of their authenticity.
2. Tier 2: Private or user-initiated complaints will be addressed only when required by law or when deemed necessary to protect the safety, integrity, or operations of the Platform.
3. Before a Seller’s account is permanently suspended based on any complaint, Sellmitra will generally provide an opportunity to respond, unless immediate action is necessary to comply with applicable laws or protect the Platform.

THESE TERMS SHALL BE GOVERNED BY THE LAWS OF INDIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Sellmitra agree to submit to the personal and exclusive jurisdiction of the court of Surat, Gujarat, India for the purpose of litigating all disputes arising out of or related to this Agreement.

1. Agreement to Arbitrate

   In the interest of resolving disputes between you and Sellmitra in the most expedient and cost-effective manner, you and Sellmitra agree that any and all disputes or claims arising out of or relating to these Terms shall be resolved exclusively through final and binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. This includes disputes based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and applies regardless of whether the claims arise during or after the termination of these Terms.

   BY ACCEPTING THESE TERMS, YOU AND SELLMITRA WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

2. Exceptions
   • Filing an individual action in small claims court;
   • Seeking enforcement through a regulatory authority;
   • Applying for injunctive or equitable relief in court;
   • Pursuing claims related to intellectual property infringement.
3. Arbitration Procedure
   • Arbitration shall be governed by the Arbitration and Conciliation Act, 1996.
   • Hearings shall be conducted in Surat, Gujarat, India, or as otherwise agreed in writing.
   • If your claim is under ₹10,000, you may choose:
     1. Documents-only arbitration,
     2. Telephonic hearing, or
     3. In-person hearing.
   • Arbitrator’s decision shall include written reasons.
4. Notice; Process
   • A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Speed post (signature required), or by electronic mail if a physical address is unavailable (“Notice”). Sellmitra's address for Notice is as set forth at the end of these Terms. The Notice must:
     1. Describe the nature and basis of the claim or dispute; and
     2. Set forth the specific relief sought (“Demand”).
   • We agree to use good faith efforts to resolve the claim directly, but if no agreement is reached within 45 days after the Notice is received, you or Sellmitra may commence arbitration. Settlement offers will remain confidential until the arbitrator makes a final decision. If arbitration is resolved in your favor, Sellmitra shall pay the awarded amount, if any.
5. Fees & Costs
   • Arbitration fees will be shared unless the arbitrator finds the claim was frivolous or filed for an improper purpose, in which case the losing party may bear the full cost.
   • The arbitrator may decide on fee reimbursement during the process.
6. No Class Actions

   YOU AND SELLMITRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

   The arbitrator may not consolidate claims or preside over class proceedings without mutual written consent.

7. Modifications to Arbitration Terms

   If Sellmitra modifies this arbitration clause (excluding its address), you may reject the change by written notice within 30 days. If rejected, your account will be terminated, and the prior arbitration clause will survive.

8. Enforceability

   If Subsection 26.6 (class action waiver) or this entire Section is found unenforceable, then Section 25 (Governing Law) shall apply, and disputes will be resolved exclusively in courts of Surat, Gujarat, India.

By using the Service, you consent to receiving certain electronic communications from us and other users as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

• These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Sellmitra regarding your use of the Services. Except as expressly stated, these Terms may only be amended by a written agreement signed by authorized representatives of all parties to these Terms.
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• Our failure to enforce any provision shall not constitute a waiver of that or any other provision. Section headers are for convenience only and shall not affect interpretation.
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For any complaints or concerns related to content or activity on the Platform, please contact our Grievance Officer:

• Name: Akshay Sheth
• Email: akshay@sellmitra.com
• Alternatively, you can reach us at: support@sellmitra.com