Terms & Condition

ZILLION STRINGS - TERMS OF USE AND CONDITIONS These terms of use constitute a legally binding agreement between Zillion Possibilities Private Limited and the Broker / s regarding the use of Zillion Strings Application by the Vendors and any services offered by the Company including but not limited to delivery of content via the Site, any mobile or internet connected device or otherwise. Your use of the application and services and tools are governed by the following terms of use and conditions as applicable to the Company including the applicable policies which are incorporated herein by way of reference. By mere use of the application the Broker / s be contracting with Zillion Possibilities Private Limited, the owner of the Platform. These terms and conditions including the policies constitute Your binding obligations, with the Company. When the Broker / s use any of the services provided by the Company through the Platform, including but not limited to the Broker / s will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this terms of use and shall be considered as part and parcel of this Terms. These terms of use and conditions shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until the User continues to access and use the Site. PARTY OF THE FIRST PART to be called as Broker / s or Vendor / s who are registered with the Company and utilizes the services of the Company through application Zillion Possibilities Private Limited, incorporated on 26th July, 2016, a Non-Government Private Limited Company and a Company Limited by Shares, having Corporate Identification Number (CIN) as U74999DL2016PTC303591, having its registered office situated at A - 154, First Floor, Shankar Garden, Vikas Puri, New Delhi - 110 018, West Delhi, Delhi India, represented through its Director Mr. Manish Bhola holding DIN (07565349) which expression shall unless repugnant to the context or meaning thereof mean and deemed to mean and include its successors and permitted assigns, and includes its Directors, authorized representatives, official liquidators, administrators and assigns etc. and hereinafter called the PARTY OF THE SECOND PART WHEREAS the Party of the First Part is engaged in the business of Real Estate broker, agent, etc. AND WHEREAS the Party of the First Part intends to expand its business activities by online selling through websites, Mobile applications, emails or any other type of communication of all its products or products of its Clients, etc. WHEREAS the Party of the Second Part i. e. operates a mobile app called as ‘Zillion Strings’ and is engaged in the business of business of offering Leads Capture, Aggregation and Digital Marketing services on a subscription basis, news and information aggregators, feed aggregators, feed readers, news readers, Rich Site Summary news readers to make all types of news contents available from one website to other sites and such other objects as mentioned in the Memorandum of Association of Company. AND WHEREAS the Party of the Second Part and located at ‘Zillion Strings’ or at the following URL: www.zillionstrings.com or any social networking websites or any such links provided by the Company (subject to any modifications from time to time) or hereinafter referred to as “Zillion Strings” and have many registered and non - registered users to whom the Company offers various services; AND WHEREAS the Vendor is an Agent or a broker of its Client viz. Real Estate entities and is desirous of promoting, marketing and selling its products through an online portal or application on Company’s Mobile applications, Website, etc. and has offered to promote, market, sell its products through the said application, the Company has agreed to create the said online store upon the following terms and conditions. NOW THEREFORE THIS AGREEMENT WITNESSES AND IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO ON THE TERMS AND CONDITIONS RECORDED AS FOLLOWS: Definitions: For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article. “Application or App or Zillion Strings” means an online platform owned and operated by the Company that facilitates the promotion, marketing and sale of products between the Vendor and the Customer or shall mean the Mobile Application or App owned and developed and having all the rights in favour of Zillion Possibilities Private Limited; “Broker or Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which desires to sell or sells its products through Application or Online Store or otherwise and more particularly described in the attached “Form”. “Company” shall mean Zillion Possibilities Private Limited or Zillion Strings or any of the Mobile applications or websites owned by the Company from time to time; “Customer” shall mean any individual, group of Individuals, firm, company or any other person or entity placing an order for the products of the Vendor through the online store of the Company; “Effective Date” shall mean the date on which this Agreement is executed. “Form” shall mean Form for eCommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”. “Online Store” shall mean a virtual electronic store created on Zillion Strings online portal or Application or App for sale of the Vendor’s Products through Mobile Application displaying the particulars of the Vendor’s Products or services available for sale or any other means by which the Customer places an order for the Products of the Vendor. “Products” shall mean all types of real estate properties of the Vendor Clients put up for promotion or marketing or sale on the App by the Vendor or the Clients of the Vendor. “Push Interface: is a one-time setup required to aggregate all leads of a broker in his Zillion Strings account. “Service charge” shall mean the charges which the Company shall charge to the Vendor at the rates agreed to between the parties, for promotion, marketing and sale of the products on Application. “Zillion Strings” is an app under development or developed app that offers Leads Capture, Aggregation and Digital Marketing services on a subscription basis and shall mean and include the brand Zillion Strings or such other Mobile Application or App owned, developed, renewed, modified by the Company from time to time; RECITALS TO FORM AN INTEGRAL PART OF THIS AGREEMENT: The Parties hereby declare and confirm that what is recited hereinabove in this Franchisee Agreement shall be treated and form an integral part of this Agreement. APPOINTMENT: The Party of the First Part hereby appoints the Party of the Second Part as the Intermediator for providing of broking services of its products viz. real estate properties to the customers under the name of “Zillion Strings” or such name as may be decided from time to time by the Company or its Authorized representatives or Directors from time to time. SERVICES: The Company provides a number of internet-based services through its platform and shall include: Find a property through Zillion Strings and its internet links. Place a print advertisement in any of the group publications through the www.Magicbricks.com site. Post advertisements on Zillion Strings. Send advertisements and promotional messages through emails and messages. Posting User profile or listing for the purpose of sale / rental of property and related property services etc. on behalf of Client of Broker / s. The Services can be purchased through various methods of payments offered. ARRANGEMENT BETWEEN VENDOR / S AND THE COMPANY: The Vendor shall offer to the Company its products for facilitating and displaying on the Mobile Application for sale which shall include hosting and technology, customer support, payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay direct service charges as specified under these presents to the Company for the sale being effected through the Online Store created on the Zillion Strings. Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said online store, subject to the terms and conditions hereinafter contained. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Zillion Strings (incorporated in this agreement by way of reference and forms part of this Agreement) along with this Agreement. TENURE: It is agreed between the parties herein that the tenure of this Agreement shall be for a period of minimum 1 month (or as agreed between the parties) and shall be subject for automatic renewal unless revoked or terminated earlier. The present Agreement may be renewed for a further period / s by the Vendors at their sole discretion. CONSIDERATION AND PAYMENT TERMS: First month of service as a Free Trial once the broker gets registered with Zillion Strings App and for each subsequent month, broker must pay fees as specified on the Zillion Strings App (or as agreed between the parties) for using the service; The Vendor shall pay the entire amount as fees in respect of the services to be utilized on the App; The Company shall make the space available for the products of the Vendor on the App of the Company against the purchase consideration; Vendor agrees to bear all the applicable taxes, duties or other similar payments (including GST) arising out of the transaction of the products through the online store and that the Company shall not be responsible to collect, report, or remit any taxes arising from any transaction / s; All the products which are offered by the Vendor shall be compulsorily promoted and marketed by the Company on behalf of the Vendor; To continue subscription, broker has the option to either pay online through the app, or contact Zillion String admin to pay offline. Online payment will be routed through Razorpay Payment or any other Payment Gateway. OBLIGATIONS OF THE VENDOR: The Vendor shall send an email from his email address registered with the realty portal requesting them to setup a push interface between the broker’s account on these realty portals and Zillion Strings system, on the basis of the unique API Key provided by Zillion Strings admin. Ensure to forward all the leads generated in broker’s account maintained on the realty portals will get automatically pushed or sent to his Zillion Strings account; To add manually leads to his account to be called as Direct leads; The verify and approve the content and schedule of all marketing / promotional SMSs and Emails; Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision; Vendor shall be solely responsible for the quality, quantity, guarantee, warranties in respect of the products offered through Zillion Strings; Vendor shall at all times have access to the Internet and its email account, subject to some technical disturbances or server issues, to check the status of approved orders; The Vendor shall not send any of its promotional or any other information with the Products and also shall ensure that no material or literature is sent which may be detrimental to the business / commercial interests of the Company; The Vendor shall not offer any of its Products for promotion, marketing or sale on the Online Store which are out of Stock, under litigation, not in possession and ownership of its Clients and prohibited for offer, sale, and to deal with, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws or the products for which any kind of Licenses, approvals for sale are required and the Client of Vendor does not have such licenses; The Vendor shall ensure that its Clients own all the legal rights in the Products that are offered for sale on the Online Store; Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the products provided by the Vendor or its Client; The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed; The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Maharashtra VAT, Maharashtra FDA, Central Sales Tax, Excise duty, Service tax, Legal Metrology Act, Sale of Goods Act, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, or such other laws that are applicable to the Vendor; WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF THE VENDOR: The Vendor warrants and represents that: They have the right and full authority to enter into this Agreement with the Company; All their obligations under this Agreement are legal, valid and binding obligations enforceable in law; There are no proceedings pending against the Vendor, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement; That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an Arrangement with the Company. They shall at all times ensure compliance with all the laws and with all the requirements applicable to their business and for the purposes of this arrangement. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities; That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation (s) to enter into this Agreement with the Company and perform the obligations contained herein and that they have not violated / infringed any intellectual property rights of any third party; That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within twenty-four (24) hours of getting a written notice or such extended time from the Company; That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the promotion, market and sale of its Product and that Vendor shall not raise any claim on the Company in this regard; Vendor shall pay the Company a service charges as specified by the Company for the period of agreement and as per the decision between both the parties and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation; Vendor shall prior to release of any promotion / advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement. OBLIGATIONS OF THE COMPANY: The Company shall: Take all the necessary legible information from the broker from time to time as may be required to create brokers account and to display its products for the purpose as mentioned in this agreement; Create and Admin Login or Unique Identifier (API Key) for each broker and share with the broker to be shared with the third party brokers to uniquely identify a broker and the leads generated through such broker in Zillion Strings App; Create a Push Interface which will be a one-time setup required to aggregate all leads of a broker in the brokers Zillion Strings account. To provide all leads in the broker’s Zillion Strings account an associated Name, Phone No. and Email Id stored in the system, in addition to the information related to his real estate requirement. To automatically send marketing / promotional SMS’s through Text local and emails through Email Octopus at a predefined schedule all leads in a broker’s Zillion Strings account through a third party platform. COMPANY RESERVES THE RIGHT: Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove / block / delete any text, graphic, image (s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Zillion Strings. In such an event, the Company reserve the right to forthwith remove / close the online store of the Vendor without any prior intimation or liability to the Vendor; Company reserves the right to provide and display appropriate disclaimers and terms of use, licenses, liabilities, restricted access, indemnity, laws and jurisdiction, etc. on the Online store of the Company; At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, terms and conditions of use on the Online Store, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue / terminate the said service / s to Customer or the end user as the case may be, without liability to refund the amount to the Vendor to forthwith remove / block / close the online store of the Vendor and furnish such details about the Vendor and / or its customers upon a request received from the Legal / Statutory Authorities or under a Court order. INDEMNITY: The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Goods and Services Tax, Income Tax, VAT, Central Sales Tax, Legal Metrology, etc. For the purpose of this clause reference to the Company shall also include the Mobile Applications, emails and such other agencies through whom the Company shall make the Online Store available to the Customers; The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation, if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement. LIABILITY ON THE PART OF COMPANY: The Company on the basis of representation by the Vendor has created the online store or Mobile App to enable Vendor to offer the Vendor’s products for promotion, marketing and sale through the said Online Store. This representation is the essence of the Contract; The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way defective, in unfit condition, infringing / violating any laws / regulations / intellectual property rights of any third party; Vendor agrees and acknowledges that the Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for promotion, marketing and sale through its online store (including but not limited to quality, quantity, price, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages; Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives; The Vendor hereby agrees, confirms and acknowledges that the Products is possessed and or owned by its Client / s and Vendor is only and Agent of its Client and that the Company is merely a facilitator / Intermediator for promotion, marketing, sale of the product offered by the Vendor from time to time and that the Company is not responsible / liable for the Product, its design, its function and condition, selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its App / website / online store or any electronic or non-electronic mode, etc. TERMINATION OF AGREEMENT: This Agreement may be terminated by either of the parties in the event: Unsatisfactory performance by either of the parties; Either party commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within fifteen (15) days after written notice given by the Company; If a Petition for insolvency is filed against either of the parties; If the parties to the agreement is in infringement of the third party rights including intellectual property rights; This Agreement may be terminated by either party by giving the other 15 days written notice. EFFECT OF TERMINATION: It is hereby agreed between the parties that notwithstanding the termination and / or expiry of this Agreement, it shall be obligatory upon the Vendor and Company to pay all the amounts due and payable as per the agreed terms and the same shall always be construed as a contractual debt; In the event of termination / expiry of this Agreement, the Company shall remove all the promotional, marketing data, links and shall discontinue display of the Products on Zillion Strings with immediate effect. The Vendor shall be liable for all the for all IPR infringements after the termination of agreement if is found that the Vendor has used, copied, etc. all the IPRs’ used, registered and owned by the company. All the rights of any of the IPR’s shall remain with the company unless they are transferred, assigned, etc. by the Company; Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub - clause shall survive till the termination of this agreement. The Vendor covenants and undertakes that it shall not use the name of the Company nor its application for any of the purposes beyond the scope of these presents and shall not carry out any activity / ies apart from those specified in these presents without the express permission of the Company in writing. JURISDICTION AND GOVERNING LAW: The obligations, performance, interpretation and contents shall be governed under the Laws of India and other applicable in the State / Union Territory of Delhi and / or Local Municipal laws, if any. ARBITRATION: All disputes between the parties arising out of this Agreement or any supplementary agreement thereto which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996). NOTICE: To the Vendor / s: Any Notice to the Vendor / s shall have been sufficiently given by the Company by leaving it addressed to the Vendor / s or authorized signatories / representatives of the Vendor / s at the Registered office or Office of the Vendor / s or by sending the same by registered post to their usual or place of business or last known address or by way of email or any other electronic mode of communication as maybe agreed between the Vendor / s and the Company. To the Company: Any Notice by the Vendor / s to the Company or any of its authorized representatives / authorized signatories / Directors shall be given by addressing to the Company and leaving it at the registered office or Office of the Company or by any electronic mode of communication. ENTIRE AGREEMENT, SEVERABILITY AND WAIVER: The forgoing constitutes the entire agreement between the Parties hereto on the subject matter. If any part of this Agreement is held by any Court or Authority of Competent jurisdiction as void or without effect it shall be limited to that extent only and be binding on all parties hereto at the relevant time as a severable part thereof with nothing to affect the rest of this Agreement. A failure or a waiver of exercise of any right or power or benefits under this agreement by either of the parties or on their behalf shall not operate as a waiver of the same forever during the term of this agreement nor any delayed exercise of any right or power or benefit by either of the parties or on their behalf under this Agreement deemed as a waiver. ASSIGNMENT: Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub- contractable or conveyable by Vendor either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party. CONFIDENTIALITY: The Company agrees and undertakes to maintain the confidentiality of the information and user / customer data disclosed, generated or made available to Vendor under this Agreement; The said information shall not be used by the Company for any purpose other than for the performance of its obligations under this Agreement. The Company agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Company agrees that the Vendor shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and / or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. INTELLECTUAL PROPERTY RIGHTS: It is expressly agreed and clarified, except as specifically agreed in this Agreement, that each Party shall retain all right, title and interest in their respective trademarks / service marks and logos and that nothing contained in this Agreement, nor the use of the trademarks / service marks / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos. LIMITATION OF LIABILITY: Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party. RELATIONSHIP OF PARTIES: Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company. WAIVER AND AMENDMENT: No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party. Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties. FORCE MAJEURE: Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to any pandemic situation or unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections, internet or power failures, fire or floods. ENTIRE AGREEMENT: This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.