Please read the following terms and conditions carefully as it sets out the terms of a legally binding agreement between you (the business owner) and “Neighbore”.

Introduction

This following sets out the terms and conditions on which you may use Neighbore Business (otherwise known as NBiz) application, Neighbore application, the content on website www.neighbore.com and other digital contents owned by “Neighbore”, all the services herein will be referred to as Services.

Changes to the Agreements.

Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued accessing of the Service after the changes have been made will constitute your acceptance of the changes. Please, therefore, make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us. If you received a Trial or a Paid Subscription through a third party, you must cancel the applicable Paid Subscription through such third party.

Access and use of the services

Service Options.

You can find a description of our Service options on our website and mobile application, and we will explain which Service options are available to you when you create an NBiz (Neighbore Business) account. Certain options are provided to you free-of-charge. The Neighbore Business Service that does not require payment is currently referred to as the “Free Service.” Other options require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Neighbore Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms

If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Neighbore Technologies for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions. You may also purchase access to a Paid Subscription through a third party. In such cases, separate terms and conditions with such third party in addition to the Agreements may apply to your access to the Service

Right to Use Services.

Children under the age of 18 are not allowed to create an account or otherwise use the Services. Additionally, you must be over the age required by the laws of your country to create an account or otherwise use the Services, or we need to have received verifiable consent from your parent or legal guardian. Please read all notices and any Additional Terms carefully when you access the Services.

If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have the full legal authority to bind such entity to these terms.

Neighbore Technologies grants you a personal, non-transferable, non-exclusive, revocable, limited license to use and access the Services solely as permitted by these Terms. We reserve all rights not expressly granted to you by these Terms.

Except as permitted through the Services or as otherwise permitted by us in writing, your license does not include the right to:

We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

Limitations on Use.

By using our Services, you agree on behalf of yourself, your users and your attendees, not to

  1. modify, prepare derivative works of, or reverse engineer, our Services;

  2. knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services;

  3. transmit through the Services any harassing, indecent, obscene, fraudulent, or unlawful material;

  4. market, or resell the Services to any third party;

  5. use the Services in violation of applicable laws, or regulations;

  6. use the Services to send unauthorized advertising or spam;

  7. harvest, collect, or gather user data without their consent; or

  8. transmit through the Services any material that may infringe the intellectual property, privacy, or other rights of third parties.

Subscription to Beta Service.

We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Neighbore will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Neighbore account and security.

To use certain features of our Services, you may be required to create a Neighbore account (an "Account") and provide us with a username, password, and certain other information about yourself as set forth in the Privacy Policy.

You are solely responsible for the information associated with Your Account and anything that happens related to Your Account. You must maintain the security of your Account and promptly notify Neighbore if you discover or suspect that someone has accessed your Account without your permission. We recommend that you use a strong password that is used only with the Services.

You will not license, sell, or transfer your Account without our prior written approval.


Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. NEIGHBORE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEIGHBORE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM NEIGHBORE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.


Limitation of Liability

YOU AGREE THAT NEIGHBORE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF NEIGHBORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL NEIGHBORE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.


Content

Accuracy of information.

We do our best to ensure that the information on the website and mobile applications (together, the “Site”) is complete, accurate and current. Despite our efforts, however, information on the Site may occasionally be inaccurate, incomplete or out of date. All specifications, products, descriptions and prices of products on the Site are subject to change at anytime without notice. We make all reasonable efforts to accurately display the attributes of the products listed in the Site. But we do not warrant the accuracy or completeness of the information, content or materials provided through the Site

The inclusion of any products or services on the Site at a particular time does not imply warrant that these products or services will be available at any time. We reserve the right to discontinue the product at any time.

Proprietary Rights and trademarks.

You acknowledge that we or our licensors retain all proprietary right, title, and interest in the services, our name, logo or other marks (together, the "Neighbore References"), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Neighbore References or is similar to any of these.

Your Content.

The Services may contain information, text, links, graphics, photos, videos, or other materials (“Content), including Content created with or submitted to the Services by you or through your Account(“Your Content). We take no responsibility for and we do not expressly or implicitly endorse any of Your Content.

By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights.

You retain any ownership rights you have in Your Content, but you grant Neighbore the following license to use that Content:

Copyright and intellectual property.

Neighbore respects the intellectual property of others and requires that users of our Services do the same. We have a policy that includes the removal of any infringing materials from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. If you believe that anything on our Services infringes a copyright that you own or control, you may notify Neighbore’s Agent by contacting business.support@neighbore.com

Also, please note that if you knowingly misrepresent that any activity or material on our Service is infringing, you may be liable to Neighbore for certain costs and damages.

If we remove Your Content in response to a copyright or trademark notice, we will notify you via any of the private messaging systems like email, SMS or any other system available.


Orders, Fees And Payment.

Orders.

You may order Services using our then-current ordering processes (“Order). All Orders are effective on the earlier of (i) the date you submit your Order, or (ii) the date on the signature block of the Order (“Effective Date). Acceptance of your Order may be subject to our verification and credit approval process. Each Order shall be treated as a separate and independent Order. A Purchase Order is required for non-digital payment transactions over Rs. 10,000/-, or equivalent unless the Customer does not require a Purchase Order as part of its purchasing process.

Fees and Payment.

You agree to pay all applicable, undisputed fees for the Services on the terms set forth on the invoice. Except as set forth in Section “Suspension and Termination” below or in the Service Descriptions, any and all payments you make to us for access to the Services are final and non-refundable. You are responsible for all fees and charges imposed by your voice and data transmission providers related to your access and use of the Services. You are responsible for providing accurate and current billing, contact and payment information to us or any reseller. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the Services, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your Services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We will not agree to submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals. We reserve the right to update the price for Services at any time after your Initial Term, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our website, emailing, quoting or invoicing you.

Sales, Promotional Offers, Coupons and Pricing.

Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales and special promotional offers in our sole discretion.

Disputes; Delinquent Accounts.

You must notify us of any fee dispute within 15 days of the invoice date, and once resolved, you agree to pay those fees within 15 days. We may, on notice to you, suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.

Taxes and Withholding.

You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, or any other fees as may be applicable in the location in which the Services are being provided and similar taxes or fees (collectively, “Taxes and Fees) imposed by any government entity or collecting agency based on the Services, except those Taxes and Fees based on our net income, or Taxes and Fees for which you have provided an exemption certificate. Additionally, if you do not satisfy your Tax and Fees obligations, you agree that you will be required to reimburse us for any Taxes and Fees paid on your behalf, and we may take steps to collect Taxes and Fees we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.


Suspension and Termination

Suspension and termination of account

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to business.support@neighbore.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Neighbore breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

Inactive User Accounts Policy.

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such a user account will be deleted. We will provide you prior notice of such termination and the option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service to calculate the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.


Usage of Neighbore Business (NBiz)

Seller Onboarding

In order for Seller to start listing Products on the Site, Neighbore will open on Seller’s behalf a Seller Marketplace account on the Seller portal (NBiz). The Seller will be required to setup the Seller storefront and upload all necessary content for the site go live within (3) three weeks from the date of opening of account. If Seller fails to take any such actions within the aforementioned period, Neighbore may suspend the account. The suspended account can be reactivated by contacting Neighbore business support and by making reactivation charges, if any, which will be applicable at the time of reactivation.

Seller's Content License Grant

Product Information and Other Content

Product Authenticity

Fees and Commissions


Purchase/Order Processing, Fulfillment and Shipping


Responsibilities (cancellations, returns and refunds)

Parity with Seller's Sales Channels

Seller will maintain parity between the Products it offers through the Seller’s own site or other third party marketplaces, and ensure that at all times:

  1. the purchase price and every other term of the listing (including associated shipping and handling charges and options, any "low price" guarantee, rebate or discount, any free or discounted Products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to Consumers as the most favorable terms offered by Seller through its own site, offline shop or on any other third party marketplace;

  2. the Product selection available on the Site will be comparable to the Product selection available on Seller’s own site or other third party marketplaces;

  3. Customer service for Products is as responsive and available and offers at least the same level of support as the most favorable Customer service offered by Seller on Seller’s own site or on any other third party marketplace. Regardless of the foregoing, initial response time shall be within twenty four (24) hours;

  4. the Seller Content provided by Seller to Neighbore for the Site (i) is of at least the same quality as the highest quality information displayed or used on the Seller’s own site or provided by Seller to any other third party marketplace and (ii) provides users of the Site with at least as much Product information, images and other content as the information provided by Seller on Seller own site or any other third party marketplace. If Seller becomes aware of any non-compliance with (a) above, Seller shall promptly notify Neighbore and compensate adversely affected Customers in accordance with the procedures set forth for providing Customers with refunds.

Ownership and Use of Transaction Information

Neighbore shall own all Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, Neighbore's Privacy Policy and all applicable Law. Seller will not

  1. disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement);

  2. use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes;

  3. contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or

  4. target communications of any kind on the basis of the intended recipient being a Consumer.

Ratings and Reviews

Neighbore may use mechanisms that rate or review, or allows Consumers to rate or review Seller's Products and Seller's performance, and Neighbore may make these ratings publicly available. Neighbore will have no liability to Seller for the content or accuracy of any ratings or reviews. Seller shall have no ownership interest in or license to use any rating or reviews posted on the Site.

Information Security

Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to Neighbore or compromise the security of Neighbore Confidential Information, including without limitation, the Transaction Information. Seller shall promptly notify Neighbore of any breach and take all necessary actions to remediate the breach. Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

Governing Law and Jurisdiction

This User Agreement shall be construed in accordance with the applicable laws of India. The Courts at Maharashtra, India shall have exclusive jurisdiction in any proceedings arising out of this agreement.

Any dispute or difference either in interpretation or otherwise, of any terms of this User Agreement between the parties hereto, the same shall be referred to an independent arbitrator who will be appointed by ‘Neighbore’ and his decision shall be final and binding on the parties hereto. The above arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The arbitration shall be held in Pune, Maharashtra. The High Court of judicature at Mumbai, Maharashtra alone shall have the jurisdiction and the Laws of India shall apply.


End of Terms and Conditions

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. If you have any questions or concerns regarding this Agreement, please contact us at business.support@neighbore.com.


EXHIBIT A

REGULATORY COMPLIANCE ADDENDUM

This regulatory compliance addendum (“Regulatory Compliance Addendum”) contains specific provisions that apply to Sellers that participate in the Neighbore Marketplace Program. All capitalized terms used but not expressly defined herein shall have the meaning ascribed to them under the Agreement.

This Addendum is hereby incorporated into and made part of the Agreement. To the extent that the terms of this Addendum conflict with the terms of the Agreement, this Addendum shall control, but only with respect to the matters set forth herein. Except as expressly amended by this Addendum, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the Parties.

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the Addendum Effective Date


EXHIBIT B

Fees



Term Fees
Two(2) year 1600/-
One(1) year 1200/-
Six(6) months 800/-
Three(3) months 500/-
One(1) month 200/-