TERMS OF USE
1. BACKGROUND

1.1. This document is an electronic record in terms of (i) Information Technology Act, (ii) the rules framed there under as applicable; and (iii) 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.

1.2. 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 Use for access or usage of www.oceedee.com ("Website").

1.3. This Website is owned, registered and operated by Soigne Mode Pvt. Ltd., ("Company"), a private limited company, incorporated under the provisions of the Companies Act, 2013 and having its registered office in Mumbai and brank office in New Delhi.

1.4. These terms of usage ("Terms of Use") govern your use of the Website and Services (as defined below) provided through the Website. By using or visiting the Website, or by using any content or information provided as part of the Website/Services, you shall be deemed to have read, understood and accepted to be bound by these Terms of Use.

1.5. For the purpose of these Terms of Use, wherever the context so requires "You", "Your", "Customer" or "User" shall mean any natural or legal person who uses the Website for availing the Services. The term "We" "Us" "Our" shall mean the company.

1.6. We reserve the right to make changes to these Terms of Use at any time. Any such modifications will become effective immediately upon posting to the Website and your continued use of the Website, and/or the Services constitutes your agreement to such modifications. You agree to periodically review the current version of these Terms of Use as posted on the Website.

2. SERVICES

2.1. Through our Website, we enable Customers to purchase shoes that are customized as per their choice and preference.

2.2. This Website contains a three dimensional platform ("3-D Studio") which enables the Customers to customize their shoes as per their requirements. This 3D-Studio provides the Customers with a basic wireframe of the style of shoes they wish to customize. The Customer may select the type of material, design, finish and accessories (if any) they wish to include to their design on the 3-D Studio and shall submit the same on the Website while placing their order.

2.3. On receipt of the order made by the Customer through the Website, the Company shall manufacture the shoes as per the specifications provided by the Customer and& shall deliver the same to the Customer upon fulfilment of payment obligations by the Customer.

2.4. The acceptance and delivery of Your order made on the Website is subject to Your compliance with and acceptance of these Terms of Use.

2.5. For the purposes of these Terms of Use,

"Applicable Law" shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any Authority having jurisdiction over the matter in question, whether in effect as of the date of these Terms of Use or thereafter;

"Authority" shall mean any national, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organization to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization that have the force of Applicable Law or any court, tribunal, arbitral or judicial body in India;

"User Account" shall mean the personal account created by the User on the Website.

3. REPRESENTATIONS AND WARRENTIES

3.1. Website – The Company hereby represents and warrants that -

3.1.1. We are a duly registered private company as under the relevant provisions of the Companies Act, 2013;

3.1.2. We are in compliance with the Applicable Law to provide Services, subject to these Terms of Use;

3.1.3. We will comply with the Privacy Policy and ensure data security of the Users at all times;

3.2. Customer – The Customer hereby represents and warrants that –

3.2.1. The Customer is a natural or legal person, competent to contract, and have read, understood and agreed to be bound by these Terms of Use;

3.2.2. The Customer shall provide accurate information and details at the time of registration;

3.2.3. The Customer shall not default in making payments for the Services availed and the products purchased through the Website;

3.2.4. The Customer agrees and acknowledges the fact that that there shall be minor differences between the product image and the product in physical form and that the Customer shall not demand a return/replacement/alteration of the product for such minor variations;

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Copyright

4.1.1. All content included on the Website and made available to the Users as part of the Services, including but not limited to, text, graphics, logos, designs, photographs, button icons, images, data compilations, is the property of the Company, and is protected by the applicable intellectual property laws. The compilation of all content on this Website is the exclusive property of the Company, and shall not be reproduced or used without express written permission from the Company. You agree not to decompile, reverse engineer or disassemble any content accessible through the Website, not to insert any code or product or manipulate the content of the Website in any way that affects the User's experience, and not to use any data mining, data gathering or extraction method. We reserve the right to terminate our engagement if We, in our sole and absolute discretion, believe that You are in violation of this clause.

4.1.2. The Company’s content available on or via the Website, are provided to You AS IS for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the Company. The Company reserves all rights, not expressly granted in and to the Website.

4.2. Trademarks

www.oceedee.com is the domain of the Company. The Website, including, but not limited to its graphics, logos, page headers, button icons, scripts and service names constitute trade dress of the Company. The trademarks, domain names and trade dress of the Company shall not be used or reproduced without prior written approval from the Company, and may not be used in connection with any product or service that is not affiliated with the Company, in any manner that is likely to (a) cause confusion among Users or potential users; or (b) dilute the rights of the Company, or (c) to disparage or discredit the Company.

4.3. License and Warranty for Your Submission to the Website

4.3.1. As between You and the Company, You own the content and information You provide to the Company, and You may request its deletion at any time. Additionally, You grant the Company a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyse, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to the Company, including, but not limited to, any user generated content, ideas, concepts, techniques and/or data to the Services, You submit to the Company, without any further consent, notice and/or compensation to You or to any third parties.

4.3.2. Any content or information You submit to Us is at Your own risk. By providing content or information to Us, You represent and warrant that You are entitled to submit such content and it is not confidential or not in violation of any law, contractual restriction or third party rights (including any intellectual property rights).

5. PAYMENT TERMS

5.1. The Customer on placing an order on the Website, shall be directed to a third party payment gateway operated by Razorpay Software Private Limited ("Razorpay"). The Customer shall make payments through Net-banking/Debit Cards/Credit Cards or any other method provided by Razorpay.

5.2. The Customer agrees and accepts that all nuances and modalities relating to making payment using Net-banking/ Debit Cards/Credit Cards shall be separately governed by arrangement(s) / terms and conditions between the Customer and their relevant banks, and the terms and conditions of Razorpay. We shall not be responsible, in any manner whatsoever, for any liability that may arise in relation to the aforementioned payment modes including any fraudulent transaction.

5.3. While availing any of the payment method(s) available on the Website, We will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to (a) Lack of authorization for any transactions; (b) Any payment issues arising out of the transaction or (c) Decline of such transaction for any reason.

5.4. You understand, accept and agree that the payment facility provided by the Company is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, collection and remittance facility for the transactions on the Website using the existing authorized banking infrastructure and credit card payment gateway networks. Further, by providing a payment facility, the Company is neither acting as trustees nor acting in a fiduciary capacity with respect to the payments made by the Customer against the purchase of Services on the Website.

6. CANCELLATION

6.1. In the event You wish to cancel Your order, You may do so by communicating Your request for cancellation within 24 (Twenty Four) hours of placing Your order.

6.2. The Company shall fully refund the amount paid by the Customer within 72 to 96 hours of receiving the request for cancellation from such Customer in accordance with Clause 5.1 above.

6.3. In the event the Customer communicates his/her/its request for cancellation beyond the timelines specified in Clause 6.1 of this Terms of Use, the Customer shall not be entitled to receive any refund against their cancellation from the Company. However, the amount paid by the Customer shall be transferred as store credits ("Store Credits") to their respective User Account or given as a credit note ("Credit Note") and sent to a User's registered e-mail address and the same may be used by the Customer while making a fresh purchase/order through the Website.

7. REPAIR, REPLACEMENT AND RETURN

7.1. In the event the shoes delivered to the Customer are: (i) damaged OR (ii) different from the order placed by the Customer, the Company shall accept the request for return made by the Customer and shall repair/replace the damaged shoes at no additional cost to the Customer and shall deliver the same within 7-10 days of receiving the request for return from the Customer. The Customer is required to provide photographs of the damaged or differing Product, when making a request to repair/replace the Product(s).

7.2. Under no circumstances shall the Company refund any amount to the Customer for returning their order. In the event the Customer returns his/her order for replacement/repair, the Company shall provide Store Credits or a Credit Note to such Customers and the same shall be transferred to the User Account or sent to the User's registered e-mail address of such Customer. The Store Credits transferred or Credit Note given by the Company to the Customer shall be equal to the value of the shoes purchased by the Customer. Such Store Credits or Credit Note may be used by the Customer while making a fresh order/purchase through the Website.

7.3. In the event the Customer is not satisfied with the size/colour/texture/material/look/design of the shoes manufactured and delivered by the Company, the Customer may send an e-mail to [orders@oceedee.com] and submit their complaint/issue with respect to the delivered product and make a formal request to return/replace/repair their order. Upon reviewing the Customer’s request, the Company shall recommend to the Customer, the method by which the Customer(s) issue may be resolved as per the Customer’s requirements.

7.4. Upon obtaining the Customers approval for the manner of replacement/repair, the Company shall arrange for a pick-up of the product, and the value of the shoes shall be credited to the User Account of the Customer in the form of Store Credits or the Credit Note shall be sent to the User's registered e-mail address.

7.5. Upon receipt of the product the Company shall make the necessary alterations to such shoes in order to meet the Customer’s requirements. All payments relating to repair/replacement of shoes shall be adjusted with the existing Store Credits or Credit Note of the Customer.

7.6. In the event any alteration/repair/replacement of shoes requested by the Customer exceeds the value of the Store Credits or Credit Note of such Customer, the Company shall raise an invoice against the additional costs, over and above the Customer’s existing Store Credits or Credit Note, that would be associated with such alteration/repair/replacement. The Customer upon receipt of such invoice (“Revised Invoice”) shall make the requisite additional payment immediately. Upon payment of such Revised Invoice by the Customer, the Company shall alter/repair/replace the product and deliver the same to the Customer.

8. STORE CREDITS

8.1. At no point shall Store Credits be sold by the Customer to any person. The Company shall allot Store Credits to Your User Account when the product(s) purchased by You are returned to the Company, and such return is accepted by the Company.

8.2. You shall use the Store Credits only on orders associated with Your User Account. You shall not transfer Your Store Credits to any other User Account.

8.3. You may use Your Store Credits to purchase gift cards or vouchers as and when offered by the Company.

8.4. Your Store Credits shall not expire at any given point of time unless You deactivate Your User Account.

9. DELIVERY OF ORDERS

The Company shall bear any and all costs associated with the delivery of orders placed by the Customer within India.

10. FRAUD AND IMPROPER CONDUCT

10.1. You may only access the Website and use the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You agree that you will not in any way:

(a) Interfere with the ability of others to use the Services;

(b) Disrupt the normal flow of communication or otherwise act in a manner that adversely affects the other Users’ ability to use the Website or the Services;

(c) Claim a relationship with or to speak for any individuals, business, association, institution, or other organization for which You are not authorized to claim such a relationship;

(d) Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;

(e) Upload or post or use the Service to transfer, any content or other material that contains or constitutes viruses, Trojan or other code with malicious, disruptive and/or destructive features;

(f) You shall not attempt to gain unauthorized access to any hardware or software systems or networks associated with the Service, or obtain any services or information not intentionally made available to you by the Company on or through the Service;

(g) You shall not attempt to gain unauthorized access to the account of any other User or entity, or otherwise interfere with any other User’s or entity’s use of the Service;

(h) You shall not use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Service, including, without limitation, with respect to any identifying information for your account, and all information that you provide must be accurate and correct, and you must update any changes to such information, so that it remains current.

11. LINKS TO THIRD PARTY WEBSITES

11.1. The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of the Website. We are not responsible for the content of any Linked Site, including, without limitation to, any link contained in a Linked Site, or any changes or updates to a Linked Site.

11.2. We are not responsible for any form of transmission, whatsoever, received by the User from any Linked Site. We are providing these links only for convenience, and the inclusion of any such link does not imply endorsement by the Website, of the Linked Sites or any association with its operators or owners including the legal heirs or assigns thereof.

11.3. On accessing the Linked Sites, You shall be governed by the terms of use, privacy policy and such other additional policies of the Linked Sites. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, advertising, products, services or other materials available on or through any Linked Sites or for any errors, defamatory content, libel, slander, omissions, falsehoods, obscene content, pornographic material, or any profanity contained therein.

12. LIMITATION AND DISCLAIMER OF WARRANTY

12.1. The Website, the Services and each portion thereof are provided "as is" without warranties of any kind either express or implied. To the fullest extent possible pursuant to applicable laws of India, We disclaim all warranties, express or implied, with respect to the Website, the Services and each portion thereof, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights.

12.2. The Company does not warrant or make any representations regarding the use, validity, accuracy, or reliability of, or the results of the use of, or otherwise with respect to, the Website or its Services. The content made available on the Website is for Your general information and use only. The information/content made available on the Website is subject to change without issuing any prior notice to You.

12.3. Under no circumstances, including, but not limited to, negligence, shall the Company be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the Website, the Services or any portion thereof, by any person, including employees and contracted personnel of the Company.

12.4. If you are dissatisfied or harmed by this Website or anything related the Website, you may terminate these Terms of Use in accordance with Clause 13 below and such termination shall be your sole and exclusive remedy.

12.5. The Company does not guarantee that the Services it provides will function without interruption or errors in functioning. In the particular, the operation of Services may be interrupted due to maintenance updates, or system or network failures. In the event of interruption in provision of the Services due to the above mentioned reasons, the Company shall inform the user of the same, and shall disclaims all liability with respect to delay in provision of Services due to the same.

12.6. We shall be entitled to add, to vary or amend any or all these terms and conditions at any time and the User shall be bound by such addition, variation or amendment once such addition, variation or amendment is incorporated into these terms and conditions, and such amended terms and conditions are on the Website.

12.7. Under no circumstances, shall the Company be liable for any direct, indirect, special, incidental or consequential loss or damages arising due to gross negligence or wilful misconduct of any third party service providers (payment gateway service providers and logistics service providers) engaged by the Company in processing and delivering the orders placed by the Customers on the Website.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company, and Our affiliates, officers, directors, agents, partners, employees and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs and expenses, due to or arising out of, (a) Your failure to comply with these Terms of Use; or (b) where any content You submit, email, or otherwise transmit to Us violates third party rights or applicable laws; or (c) any content You submit through Your use of the Services, or any portion thereof, Your connection to the Services that violates third party rights or Applicable Laws. We reserve the right, at Our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, You agree to fully cooperate with such defence and in asserting any available defences.

14. TERMINATION

14.1. The Company may terminate these Terms of Use immediately without notice in the event of any breach by You of these Terms of Use or any of Our applicable policies, as posted on the Website from time to time or upon a misuse of the Services by You.

14.2. You may terminate these Terms of Use, for any or no reason, at any time, with notice to the Company pursuant to this Clause.

14.3. In the event of any termination or expiration of these Terms of Use, the following sections of these Terms of Use shall survive: all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties and limitations of liability, fraud or abuse, and the provisions of this section.

14.4. You agree that upon the termination of these Terms of Use, We may delete all information related to You with respect to the Services availed by You.

15. SEVERABILITY

If any part of the Terms of Use for Services are determined to be invalid or unenforceable pursuant to applicable laws of India, including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use for Services shall continue in effect.

16. GENERAL

16.1. Unless otherwise specified herein, these Terms of Use for Services and the Privacy Policy constitute the entire agreement between you and the Company in respect of the Services and supersedes all previous written and oral agreements between you and the Company, if any. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

16.2. The Website collects, stores, processes and uses Your information in accordance with Website’s Privacy Policy. By using the Website and/ or by providing Your information, You consent to the collection and use of the information You disclose on the Website in accordance with Website’s Privacy Policy.

17. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use shall be governed by and constructed in accordance with the applicable laws of India without reference to conflict of laws principles. The courts in Mumbai, India shall have the exclusive jurisdiction to determine any disputes arising in relation to, or under, these Terms of Use.