END-USER LICENCE AGREEMENT
Last updated on 14th May 2018
This end-user licence agreement (EULA or licence) is a
legal agreement between you (End-useror you) and shopgro
India Pvt Ltd, trading as shopgro, an incorporated and registered
company in the India with a company registration number of
U74999KA2016PTC096287 whose registered office is located at #2, 4th
Cross KSRTC Layout Chikkalsandra, Bangalore - 560061 (Licensor,
us or we).
We are providing you with access to and use of our Service,
defined below in clause 1.1. We licence the use of the Service to you
on the basis of this EULA. We are not selling the Service to you. We
retain complete ownership of the Service, and all data generated by
your use of the Service, at all times.
By creating an account and signing up to use the Service you agree
to the terms of this End User Licence Agreement which will bind you.
If you do not agree to the terms of this EULA you must stop the
application process now or deactivate your account. You may only
create an account and continue to use the Service if you agree to
all the terms of the EULA.
You should save a copy of this EULA for future reference.
- Services include our website, any mobile or web based
applications, software, programs,
database, documentation, tools, internet-based services,
components, updates (including software maintenance, service
information, help content, bug fixes or maintenance releases)
thereto, and hardware products that may be provided to you by
us. Services shall also include to mean any additional or
premium features offered to you by us, subject to any additional
terms that relate to those features.
The terms of this EULA apply to the Service, including any updates
or supplements to the Service, unless said updates or supplements
come with separate terms, in which case those terms may apply. If
any open-source software is included in the Service, the terms of
an open-source licence may override some of the terms of this
We may change the terms of this EULA from time to time, for
example due to changes in our Service or an amendment to the laws
that apply to us and you. We will date and post the most current
version of the terms on our website. If we make any changes, we
will notify you by revising the "Last Updated" date at the top of
the most up-to-date EULA and in some cases, where appropriate, we
may provide you with additional notice (such as adding a statement
to our homepage or sending you an email notification). Any changes
will be effective upon posting the revised version of the EULA (or
such later effective date as may be indicated at the top of the
If we do update the terms of this EULA and you do not agree to the
updated terms, you shall be free to decide whether to accept the
terms or stop using the Services. Your continued access or use of
any portion of the Service constitutes your acceptance of such
changes. If you don't agree to any of the changes you must
immediately deactivate your account and notify us of your
intention to terminate this EULA, which will be deemed a
Termination for Convenience in accordance with clause 12.2
Business users: If you have created an account and are using the
Service on behalf of an organisation you are agreeing to this EULA
for that organisation and represent and warrant to us that you
have the authority to bind that organisation to this EULA (in
which event, "you" and "your" will refer to that organisation).
You may only use the Service in compliance with this EULA and only
if you have the power to form a contract with us and are not
barred under any applicable laws from doing so.
To the extent that we process your personal information or product
information, please consult the
for further details on how we process this information.
Additionally, by using the Service, you acknowledge and agree that
internet transmissions are never completely private or secure. You
understand that any message or information you send using the
Service may be read or intercepted by others, even if there is a
special notice that a particular transmission is encrypted.
Any words following the terms including, include,in particular
or for example or any similar phrase in this EULA will be
construed as illustrative and shall not limit the generality of
the related general words.
GRANT AND SCOPE OF LICENCE
In consideration of you agreeing to abide by the terms of this
EULA, we grant you a limited, non-transferable, non-exclusive and
revocable licence to use the Service. We reserve all other rights.
We retain complete ownership of any and all hardware that may be
provided to you as part of the Service or supplemental services.
- Except as expressly set out in this EULA you agree:
not to copy the Service or any part of the Service except where
such copying is incidental to normal use of the Service;
not to rent, lease, sub-license, loan, translate, merge, adapt,
vary or modify the Services;
not to make alterations to, or modifications of, the whole or
any part of the Service, or permit the Service or any part of it
to be combined with, or become incorporated in, any other
not to disassemble, decompile, reverse-engineer or create
derivative works based on the whole or any part of the Service.
ACCEPTABLE USE RESTRICTIONS
- You must:
not use the Service in any unlawful manner, for any unlawful
purpose, or in any manner inconsistent with this EULA, or act
fraudulently or maliciously, for example, by hacking into or
inserting malicious code, including viruses, or harmful data
into the Service;
not infringe our intellectual property or patent rights or those
of any third party in relation to your use of the Service (to
the extent that such use is not licensed by this EULA);
not transmit any material that is defamatory, offensive or
otherwise objectionable in relation to your use of the Service
(we retain absolute discretion in determining whether or not an
item is defamatory, offensive or objectionable);
not use the Service in a way that could damage, disable,
overburden, impair or compromise our systems or security or
interfere with other users; and
not collect or harvest any information or data from any Service
or our systems or attempt to decipher any transmissions to or
from the servers running any Service.
Hardware that may be provided as part of the Service
- You must:
connect the hardware in accordance with the installation
instructions provided to you, in circumstances where we ship the
hardware to you for self-install;
- not modify or alter the provided hardware in any way;
not disconnect or transfer the provided hardware from the point
of sale machine to which it was originally installed without
receiving prior consent, in writing, from us; and
not permit the hardware provided by us to be confiscated, seized
or taken out of your possession or control under any distress,
execution or other legal process.
The risk of loss, theft, damage or destruction will pass to you
immediately after the hardware provided by us has been delivered
to your premises. You must give immediate notice to us, in
writing, should the hardware provided be damaged, destroyed, lost
INTELLECTUAL PROPERTY AND PATENT RIGHTS
The Services are protected by patent, copyright, trademark, trade
secret and other intellectual property laws.
The shopgro hardware device, which may have been supplied to you
as part of the service, is protected by US Patent 9,881,289, and
pending patents in multiple jurisdictions.
The Services are licensed and not sold to you. We reserve all
rights not expressly granted to you in this EULA. The Services are
protected by patent, copyright, trademark, trade secret and other
intellectual property laws. We own the title, copyright and other
worldwide Intellectual Property Rights (as defined below) in the
Services and all copies of the Services. This EULA does not grant
you any rights to our trademarks or service marks.
For the purposes of this EULA,
Intellectual Property Rights means all patent rights,
copyright rights, mask work rights, moral rights, rights of
publicity, trademark, trade dress and service mark rights,
goodwill, trade secret rights, and other intellectual property
rights as may now exist or hereafter come into existence, and all
applications therefor and registrations, renewals and extensions
thereof, under the laws of any state, country, territory or other
You acknowledge that you have no right to access the source-code
in the software that forms part of the Services.
In connection with your account, any business listing, and your
use of the Service, you may be able to upload or provide photos,
logos, products, loyalty programs, promotions, advertisements,
product listings, barcode data, information stored on a database
and other materials or information ("User Content"). You agree
that you will not upload or provide any User Content unless you
have created that content yourself or you have permission from the
content owner to do so.
You grant us and our subsidiaries, affiliates, assigns and
successors a worldwide, non-exclusive, royalty-free, fully-paid,
transferable, irrevocable and sub-licensable right to use,
reproduce, modify, adapt, publish, prepare derivative works of,
distribute, publicly perform, and publicly display your User
Content throughout the world in any media in order to provide and
promote the Service and our business. You retain all rights in
your User Content, subject to the rights granted to us in this
EULA. You may modify or remove your User Content from your shopgro
Account however we may continue to make use of any User Content
that was provided by you to us under the licence in this clause
You agree not to upload or provide User Content or otherwise post,
transmit, distribute, or disseminate through the Service any
material that: (a) is false, misleading, unlawful, obscene,
indecent, lewd, pornographic, defamatory, libelous, threatening,
harassing, hateful, abusive, or inflammatory; (b) encourages
conduct that would be considered a criminal offense or gives rise
to civil liability; (c) breaches any duty toward or rights of any
person or entity, including rights of publicity, privacy or
trademark; (d) contains corrupted data or any other harmful,
disruptive, or destructive files; (e) advertises products or
services competitive with the Services, as determined by us in our
sole discretion; or (f) in our sole judgment, is objectionable,
restricts or inhibits any person or entity from using or enjoying
any portion of the Services, or which may expose us or our
affiliates to harm or liability of any nature.
Although we have no obligation to screen, edit, or monitor any
User Content, we reserve the right, and have absolute discretion,
to remove, screen, edit, or disable any User Content at any time
and for any reason without notice to you. You understand that by
using the Services, you may be exposed to User Content that is
offensive, indecent, or objectionable. We take no responsibility
and assume no liability for any Seller Content, including any loss
or damage to any of your User Content.
Trial of Service
We may offer new users a period within which to trial the Service.
We may take credit card details from you but not charge you for
the Service until after the expiry of the agreed trial period
and/or trial credits. Alternatively, we may charge you an up-front
payment for the Service and allow you a period of time to trial
the Service. If at any time before the expiry of the agreed trial
period you wish to discontinue Service we will refund you in full.
In circumstanes where we have supplied hardware refunds will only
be processed upon the safe return of the hardware.
Types of Charges
The charge for the Service is posted on our Website. We provide
the Services to users and charge for it by way of up-front
payment, monthly recurring charge or a combination of both
depending on the Service provided to a user. You are responsible
for all applicable taxes, and we will charge applicable taxes when
we are required to do so.
Accepted payment methods are credit card, direct debit and PayPal.
If you choose to pay for the Service with a credit card you
represent and warrant that you are authorised to use that credit
card, and that any and all charges may be billed to that credit
card and won’t be rejected. If we are unable to process your
payment, we may suspend your access to the Services and / or your
Paid Account until payment can be processed.
You may cancel your shopgro Paid Account at any time but you won't
be issued a refund should cancellation occur after the trial
period has expired, or if the hardware supplied has not been
returned, unless legally required or in accordance with the terms
of this EULA.
Your shopgro Paid Account will remain in effect until it is
cancelled or terminated under these terms. If you don't pay for
your Paid Account on time, we reserve the right to suspend it and
terminate this EULA.
You will indemnify, defend, and hold us and our respective
employees, directors, agents, affiliates and representatives
harmless from and against any and all claims, costs, losses,
damages, judgments, tax assessments, penalties, interest, and
expenses (including without limitation reasonable legal expenses)
arising out of or in connection with any claim, action, audit,
investigation, inquiry, or other proceeding instituted by a person
or entity that arises out of or relates to: (a) any actual or
alleged breach of your representations, warranties, or obligations
set forth in this EULA (b) your wrongful or improper use of the
Services; (c) any transaction submitted by you through the
Services (including without limitation the accuracy of any User
Content or product, service, or transaction information that you
provide or any claim or dispute arising out of products or
services offered or sold by you); (d) your violation of any
third-party right, including without limitation any right of
privacy, publicity rights or Intellectual Property Rights; (e)
your violation of any law, rule or regulation, and (f) any other
party's access and/or use of the Services with your unique name,
password or other appropriate security code.
LIMITED WARRANTY AND SUPPORT
The Service is made available by us on an "as is" basis and may
contain faults and errors. Use of the Service is at your own risk.
Except for any warranty, condition, representation or term to the
extent to which the same may not be excluded or limited, we make
no warranties, conditions, representations, or terms (express or
implied whether by statute, common law, custom, usage or
otherwise) as to any matter including without limitation results,
non-infringement of any party's rights, merchantability,
integration, satisfactory quality, or fitness for any particular
We do not warrant that the use of the Services will be
uninterrupted or error-free. We will operate the Services with
reasonable care and skill and will use reasonable commercial
efforts to promptly remedy any faults of which we are aware.
If within the term of this EULA you notify us in writing of any
serious defect or material fault in the Service, we will use our
endeavours to provide technical support and attempt to rectify the
error as soon as reasonably practicable.
- This limited warranty does not apply:
if the defect or fault in the Service results from you having
amended the Service in breach of terms of this EULA;
if the defect or fault in the Service results from you having
used the Service in contravention of the terms of this EULA;and
if you breach any of the Licence Restrictions or the Acceptable
Subject to clauses 9(1) to 9(4) (inclusive), we warrant to provide
the Service to you for a period of at least twelve (12) months
from the date you paid for it where payment for the Service was
charged on a one-time up-front basis. Should we Terminate for
Convenience in accordance with clause 12.2 we will refund you the
amount paid on a pro-rata basis upon return of any hardware
supplied to you by us. No refund is available should you Terminate
LIMITATION OF LIABILITY
You acknowledge that the Service has not been developed to meet
your individual requirements, and that it is therefore your
responsibility to ensure that the Service meets your requirements.
We will not in any circumstances have any liability for any losses
or damages which may be suffered by you (or any person claiming
under or through you), whether the same are suffered directly or
indirectly or are immediate or consequential, and whether the same
arise in contract, tort (including negligence) or otherwise
howsoever, which fall within any of the following categories:
special damage even if we were aware of the circumstances in
which such special damage could arise;
- loss of profits;
- loss of anticipated savings;
- loss of business opportunity;
- loss of goodwill; and
- loss or corruption of data.
You agree that, in entering into this EULA, you did not rely on
any representations (whether written or oral) of any kind or of
any person other than those expressly set out in this EULA and
that you shall have no remedy in respect of such representations
and (in either case) we shall have no liability in any
The exclusions set out in this clause 10 shall apply to the
fullest extent permissible at law, but we do not exclude liability
death or personal injury caused by our negligence, or the
negligence of our officers, employees, contractors or agents;
- fraud or fraudulent misrepresentation;
- any other liability which may not be excluded by law.
To the maximum extent permitted by law, our total liability and
that of our its affiliates, officers, employees, agents, suppliers
or licensors, arising out of or in connection with this EULA is
limited to €100 (one hundred euro).
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform,
or delay in performance of, any of our obligations under this EULA
that is caused by any act or event beyond our reasonable control,
including failure of public or private telecommunications networks
(Event Outside Our Control).
If an Event Outside Our Control takes place that affects the
performance of our obligations under this EULA:
our obligations under this EULA will be suspended and the time
for performance of our obligations will be extended for the
duration of the Event Outside Our Control; and
we will use our reasonable endeavours to find a solution by
which our obligations under this EULA may be performed despite
the Event Outside Our Control.
Termination for Cause
Without affecting any other right or remedy available to it,
either party may terminate this EULA with immediate effect by
giving written notice to the other party if:
the other party commits a material breach of any term of this
EULA which breach is irremediable or if such breach is
remediable fails to remedy that breach after being notified in
writing to do so;
the other party repeatedly breaches any of the terms of this
EULA in such a manner as to reasonably justify the opinion that
its conduct is inconsistent with it having the intention or
ability to give effect to the terms of this EULA;
the other party is unable to pay its debts as they fall due or
admits inability to pay its debts or is deemed unable to pay its
a petition is filed, a notice is given, a resolution is passed,
or an order is made, for or in connection with the winding up of
that other party;
an application is made to court, or an order is made, for the
appointment of an administrator, or if a notice of intention to
appoint an administrator is given or if an administrator is
appointed, over the other party;
a person becomes entitled to appoint a receiver over all or any
of the assets of the other party or a receiver is appointed over
all or any of the assets of the other party;
any event occurs, or proceeding is taken, with respect to the
other party in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events mentioned
in clause 12(1)(c) to clause 12(1)(f) (inclusive); or
the other party suspends or ceases, or threatens to suspend or
cease, carrying on all or a substantial part of its business.
Without affecting any other right or remedy available to us, we
may terminate this EULA with immediate effect by giving written
You fail to pay any amount due under this EULA and you remain in
default after being notified to make such payment; or
- there is a change of control of either party.
(“Termination for Cause”)
Termination for Convenience
We may immediately terminate this EULA for any reason and may do
so without giving notice to you. Upon giving us 10 calendar day's
written notice you may terminate this EULA. (“Termination for
- On termination:
- all rights granted to you under this EULA shall cease;
you must immediately cease all activities authorised by this
EULA, including your use of any Services;
- you must immediately deactivate your account with us;
we may remotely access the Service and cease providing you with
access to the Service; and
we may enter onto your premises at a time that is mutually
convenient to remove all items of hardware that formed part of
Should this EULA be terminated for any reason we will continue to
retain complete ownership of all data that has been generated by
your use of the Service up to the date of termination. We also
retain the right to use any User Content that was provided to us
by you under clause 6.2 should this EULA terminate.
COMMUNICATION BETWEEN US
If any condition in this EULA requires you to give us notice in
writing, you can send this to us by e-mail at
NO PARTNERSHIP OR AGENCY
Nothing in this EULA is intended to, or shall be deemed to,
establish any partnership or joint venture between any of the
parties, constitute any party the agent of another party, or
authorise any party to make or enter into any commitments for or
on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the
benefit of any other person.
We have implemented technical and organisational measures designed
to secure your personal information from accidental loss and from
unauthorized access, use, alteration, or disclosure. However, we
cannot guarantee that unauthorised third parties will never be
able to defeat those measures or use your personal information for
improper purposes. You acknowledge that you provide your personal
information at your own risk.
OTHER IMPORTANT TERMS
We may assign, transfer, or otherwise dispose of our rights and
obligations under this EULA, in whole or in part, at any time
without notice but this will not affect your rights or our
obligations under this EULA.
You may only transfer your rights or obligations under this EULA
to another person if we agree in writing.
If we fail to insist that you perform any of your obligations
under this EULA, or if we do not enforce our rights against you,
or if we delay in doing so, that will not mean that we have waived
our rights against you and will not mean that you do not have to
comply with those obligations. If we do waive a default by you, we
will only do so in writing, and that will not mean that we will
automatically waive any later default by you.
Each of the conditions of this EULA operates separately. If any
court or competent authority decides that any of them are unlawful
or unenforceable, the remaining conditions will remain in full
force and effect.
This EULA, its subject matter and its formation, are governed by
Indian law. You and we both agree that the courts of the Republic
of Ireland will have exclusive jurisdiction.
This EULA and any documents expressly referred to herein contain
the whole agreement between the end user and licensor and the EULA
supersedes all prior agreements, arrangements and understandings
between the parties.
This EULA has been entered into on the date of the creation of your
Copyright 2018, shopgro India Pvt Ltd.