Version: 15 March 2016
Zoodel is an online marketplace across different domains such as zoodel.com etc. through the internet (the "Website" or "Zoodel").
As the case may be, reference to Zoodel in these Terms and Conditions and its subsequent changes (generally, "T&C") shall also mean reference to HML, its group companies, subsidiaries, affiliates and substitutes as well. Any use of "we", "our" and the like shall mean reference to Zoodel. Reference to "you" shall be regarded as reference to "users" / "member" whether registered or unregistered that are using Zoodel platform and are deemed to have accepted these T&C.
Zoodel is an online marketplace through which each registered user can contact other users for the establishment and maintenance of business, export and import contacts by placing offers and acceptance through Zoodel.
These T&C describe how the Zoodel website and services should be used and eventually regulate the relationship between Zoodel and its users (registered or unregistered). Please read them carefully and if they are not acceptable to you, you may cease using or accessing this Website or cease using the services provided by Zoodel, in any way or manner. By continued accessing and using of the Zoodel platform you are deemed to have accepted in fact these T&C and its subsequent changes. In such case any claim etc. arising out of your continued use of this Website as well as any assertion on non-study or lack of information in respect of these T&C or any updates thereof will not be admissible before any authority.
We note that these T&C may vary or alter from time to time, at sole discretion of Zoodel. Such updates will not require any preliminary notification to any user to be validly implemented. The last version of these T&C presented at the Website shall be the applicable one. Each user has to refer to the latest T&C made available on the Website to ensure what are his/her obligations towards Zoodel, any other user or any third party. In any case, the latest version of the T&C will apply, no matter the date of access or registration of the users.
Your use of the Website and Zoodel's services, software and products ("Services") is subject to these T&C as well as any other rules and policies of the Website that we may publish from time to time. These T&C describe how Zoodel and its Services must be used and eventually regulate the relationship between the Zoodel and its users (registered or using its platform without registration) and must be considered and prevail in any disputes arisen in this respect.
Upon your request Zoodel will register you as a member for its online marketplace (i.e. Zoodel Website) and your use of this Website and any services thereto shall solely be on the basis of these T&C. Unless expressly indicated so by Zoodel throughout the services, on no account Zoodel will become a contracting partner regarding the contracts between you and your customer that you have found through our online marketplace.
Your general terms and conditions in any manner will not become part of contracts / registration concluded with us, even if we do not contradict them explicitly, unless we have agreed to your terms and conditions explicitly in writing.
You agree to register as a user / member only in the context of your commercial or independent professional activities. We do not force our users to use our services through the online platform and the users are at complete liberty to choose such services.
Zoodel is at complete liberty and volition to assign any relationship with you, as the case maybe to any third parties, group companies, subsidiaries or affiliates.
If you accept or agree to these T&C on behalf of a company or any legal entity, you represent and warrant that you have sufficient authority to bind your respective company, or such legal entity, to these T&C. Anyway, this does not mean that such company or legal entity will not be subject to these T&C in absence of such authority.
By using Zoodel or any of its services, you accept and agree to comply with the T&C, whether or not you have registered with Zoodel. In addition, while using a portion of, or the entire services of Zoodel, you agree to abide by any applicable guidelines for the service posted herein the website which may be updated at any time by Zoodel, at its sole discretion.
We reserve such right that at any time we are entitled to change or supplement these T&C. As mentioned above, such updates will not require any preliminary notification to any user to be validly implemented. In any case, the latest version of the T&C will apply, no matter the date of access or registration of the users. Such changes and updates do not justify any claims such as claim for damages by you against Zoodel.
You understand and accept that you are solely responsible for reviewing these T&C and any subsequent updates from time to time. Should you object to any of the T&C, any guideline(s), or any change(s) incorporated into the T&C now, or at a later date, or if you are unhappy with the Website in any way, you should immediately discontinue accessing or using the Website, its Services and Contents as defined herein under these T&C.
You understand and accept that the Content (meaning throughout these T&C any texts, designs, layouts, graphics, images, information, advertisement, logos, and any other textual or visual objects etc. displayed on the Website) and data that you have supplied or are in public domain may be kept, saved or maintained on a server in different jurisdictions for Internet processing requests.
If you supply Content and data and we do not publish them on our online platform as provided by you, you are entitled to immediate correction based on the provisions of these T&C. If the Content and data have been published on the Website, your request of any changes shall be notified to and processed by Zoodel to be effected.
You allow us the statistical evaluation of the data that you have provided to or publicly accessed by us for the publication on our online platform.
We undertake to comply with the data protection regulations and use provided data only as permitted by law concerned in each relevant jurisdiction. We have to point out that we have no influence on the manner of use of the Content that you have provided by other users of Zoodel.
Verification description: Zoodel by using certain information (including the general information regarding the track record of transactions) verifies the users. However, such verification shall be regarded as complementary source of information rather than the main source of decision making and shall be used in conjunction with other information you out to endeavor to find out in relation to the concerned user.
Zoodel does not accept any responsibility in respect of Verification and hereby Zoodel declares and warns that there may be risks of dealing with companies, business units or entities acting under false pretenses. Zoodel Verification service uses several techniques to verify certain information of Verified Members (as defined in the Website) when they register as Verified Member of the Website. However, due to difficulties of verification over the internet, Zoodel cannot and does not confirm each user's purported identity (including, without limitation to Premium Members), their intentions and products. We highly recommend and advise you to use also other means, as well as common sense, to evaluate any company, business unit or entity you are dealing with through the Website.
ZoodPay / Escrow (Secure Payment) Service:
ZoodPay Description: ZoodPay service is an internet-based transaction management service performed by Zoodel intended to facilitate completion of the underlying transaction under the terms of these T&C.
ZoodPay limitations: ZoodPay is only available for lawful products and registered users. To register on Zoodel you need to fill the relevant form and supply all information required on the Website and carry out the relevant procedure provided for by Zoodel.
ZoodPay Prohibitions: Users do not have the right to use ZoodPay or any other Services of Zoodel for illegal transactions or for anything that involves any illegal products, or is for any illegal purpose. Zoodel, at its sole discretion, may refuse to complete any transaction that Zoodel has reason to believe is unauthorized or made by someone other than you, may violate any law, rule or regulation, or if Zoodel has reasonable cause or reason not to honor it. Each user agrees to indemnify and hold Zoodel harmless for losses resulting from any use or attempted use of the Services in violation of these T&C.
Users are advised to carefully read the Return Policy of these T&C. Zoodel under no circumstances shall be held responsible or liable for keeping the escrowed amounts under these T&C. Users are not at all entitled to any form of interest, profit, fee, damages etc. for the amounts escrowed with Zoodel.
Once the ordered product is received, the Buyer shall notify Zoodel of its receipt and acceptance or rejection of the items within 24 Hours (Inspection Period). During such period, the Buyer's fund for the transaction will be escrowed with Zoodel until remitted to the Seller pursuant to the provisions of these T&C. Upon receipt of notice from the Buyer that the items have been received and accepted or expiration of 24 hours (whichever comes first), Zoodel shall transfer the payment amount (less any amount payable to Zoodel for Zoodel fees as well as all statutory deductions for tax, VAT etc.) to Seller's bank account declared to the Website. Transfer of fund to a Seller generally will be initiated within the next business day after the notice of acceptance of the items is received from the Buyer or the aforementioned Inspection Period is expired (whichever comes first).
If the Buyer has not notified Zoodel of the non-receipt or rejection of the items during the Buyer's Inspection Period, then the Buyer hereby irrevocably and unconditionally authorizes Zoodel to remit the escrowed funds (less the Zoodel fees and the statutory deductions) to the Seller. The Buyer shall follow the procedures and instructions set forth on the Website (Return Policy) in the event the items are rejected.
Cancellation of ZoodPay: If a transaction cannot be completed for any reason, including cancellation by Zoodel for any reason whatsoever, Zoodel will notify each user involved in such transaction by e-mail, to the e-mail address each user has provided to Zoodel. At Zoodel's sole discretion, Zoodel may cancel any transaction if each user involved in a transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the "Agree" button as requested on the Website.
ZoodPay Fee: Unless otherwise agreed upon by each user involved in the transaction, the Buyer agrees to pay the fees for the Services. Such fee includes 4% of the total amount of transaction as well as any other fees, including, without limitation, third party service fees (e.g. shipping, appraisal, inspection, etc.), if applicable. Once paid, Zoodel fees are nonrefundable under any circumstances, whatsoever. Zoodel fees may change from time to time at Zoodel's absolute and sole discretion. Zoodel is not responsible for payment of any sales, use, personal property or any governmental tax or levy imposed on any items purchased or sold through the Website or its Services or otherwise arising from the transaction.
Zoodel encourages its users to 'rate' the companies, business units or entities they do business with through Zoodel's platform / the Website based on the criteria and items introduced by Zoodel which may change from time to time at Zoodel's sole discretion. Rating should be based on actual experience and trading responses (positive or negative) that users receive while transacting with various parties. Buyers rate Sellers on product quality, responsiveness and the like. In turn, Sellers rate Buyers based on ease of transaction, timely payments etc.
Users must NOT abuse the Rating system. Abuse of the Rating system includes using the user ID of another user or the users own secondary user IDs to raise the users own Rating or lower the rating of another member; or the use of threatening, abusive, racially vilifying, discriminatory, profane language or any other conduct that is reasonably regarded as beyond the Rating. If the user's language is in any way offensive, the offended user can initiate legal proceedings against the offending user who shall be held liable for the comment based on the applicable laws without any involvement or responsibility of Zoodel.
Users agree that Zoodel shall not be responsible and liable for such ratings or publishing of the same. Moreover, Zoodel cannot be forced or compelled to change any of such ratings.
Zoodel reserves the right to delete any Rating at its sole discretion without prior notice and/or at its sole discretion upon an investigation into the Rating. The Ratings system promotes freedom of expression on Zoodel, and Zoodel encourages users to Rate other users singularly based on their experiences while transacting businesses. Zoodel shall remove user's feedback only in exceptional circumstances at its sole discretion without having any responsibility and liability in this respect.
Zoodel shall provide its users with the opportunity to post their products on its Website platform and to access the transacting parties. This is to facilitate showcasing of your products and a direct contact with the other users. Use of this Service must be in compliance with the conditions mentioned in the membership conditions and provisions of these T&C. Zoodel reserves the rights to make any changes at its sole discretion and volition to such conditions and provisions in this respect at any time it deems necessary.
Product listings and contact details will be available in multiple languages (English, Farsi, Russian, Arabic & Turkey). However, Zoodel does not accept any responsibility with respect to translation and the users shall be responsible for the accuracy of such translations.
You are hereby under the duty not to post products that are prohibited or inappropriate under these T&C or alternatively violate any third parties rights or any applicable laws and regulations.
You are hereby obliged to use the contact details of other users only for business purposes and to initiate transactions, inquiries and make subsequent follow-ups. Zoodel is not responsible to initiate or make any contact beyond the scope of the conditions mentioned in the membership packages. Moreover, Zoodel is not responsible for accuracy of any contact details of the users or their responsiveness. However, Zoodel reserves the right to make any necessary corrections thereto once it duly becomes aware of the correct details.
Zoodel shall not be responsible and liable for inappropriate or abusive conducts of the users in respect of this Service. You hereby undertake to indemnify and keep Zoodel harmless of any claim in respect of this Service or any inappropriate or abusive use of the users including yourself.
Under the Leads Service and based on the membership package conditions, Zoodel shall provide Sellers and Buyers with a platform to make quotations and request for quotations for certain products.
Zoodel under any circumstances shall guarantee and accept NO responsibility or liability for the Seller's response providing quotation or the number of quotation requested from the Buyers.
Zoodel makes NO guarantee and accepts NO responsibility or liability in respect of the credibility of the Buyers requesting quotation or Sellers making such quotation and their purposes.
Under Assistance Service Zoodel provides Follow-up and Hotline Support to the eligible users (free and/or premium members, as the case may be). You hereby agree and acknowledge that Zoodel's follow ups is dependent to the cooperation and provision of necessary information by the relevant user therefore, Zoodel does not guarantee any particular result in its follow ups and shall not be held liable in this regards.
While follow ups by Zoodel team could be (but not necessarily) outside the working hours, Hotline Support shall be made through working hours of HML. This is 9 am to 5 pm from Saturdays to Wednesday and 9 am to 12 pm on Thursdays. Such Hotline Supports shall be limited to training of the use of Zoodel platform and its options and facilities to make sure of an optimized utilization by the users.
Follow-ups and Hotline Support will be in Farsi and English languages. Other languages may be available depending on the Zoodel's sole discretion.
Zoodel provides a free Webstore to its registered users under certain conditions mentioned herein these T&C or further specified in the Website. Under the Webstore Service eligible users (i.e. registered users) will be provided with:
certain storage capacity;
a sub-domain of Zoodel; and
website templates in English and/or Farsi language.
Eligible users can only use the templates offered by Zoodel and will not be provided with any source codes and shall not be entitled to make any changes to those codes and structures thereto.
You hereby acknowledge and agree that the ownership of the sub-domain, capacity and templates remains exclusively for Zoodel and you are only authorized to use them based on the continued consent and authorization of Zoodel and based on the provisions of these T&C and other requirements mentioned in the Website.
You hereby bind yourself and undertake that your use of Zoodel sub-domain and Webstore and posting of any Content thereto will not violate any laws and regulations applicable to you and Zoodel.
Zoodel constantly supervises and monitors any Content posted by users on the Webstore. In the case of any violation as mentioned above, Zoodel reserves the right to inform you of the necessary changes to be effected at earliest or alternatively Zoodel acts to remove or change any violating Content at its volition and discretion without any requirement to seek your prior consent. You hereby provide such agreement and consent to Zoodel's actions in this respect.
You hereby agree and acknowledge that you are the sole person responsible for the compliance of such Contents to the applicable laws as well as their accuracy and not being deceiving or misrepresentation. Zoodel cannot necessarily make verification of the accuracy and truthfulness of such Contents.
Non-Transferability of the Service: You may not assign any of Zoodel Services or your rights and obligations vis-à-vis Zoodel and/or any of Zoodel's instructions to any other person or entity. Your registration, membership and right to use any of the Services shall not be sold, assigned or transferred to any other person or entity without the prior written consent of Zoodel; otherwise such assignment or transfer shall be null and void without any effect vis-à-vis Zoodel. Zoodel may assign or transfer to any other person or entity these T&C and any rights and obligations arising there from merely upon prior notice to you.
You hereby acknowledge that Zoodel's supervisions and monitoring do not create any responsibility or liability for Zoodel arising from any users' Contents under any form or manner. You agree to indemnify and keep Zoodel harmless of any damages or liability in this respect.
Zoodel reserves the right to suspend, terminate, cancel and revoke any Webstore that its user do not comply with the necessities and requirements mentioned under these T&C or under any other reasons that Zoodel deems appropriate such as the request / order of the legal authorities etc.
Zoodel reserves the right to make any changes at its discretion and volition to the storage capacity, templates and the conditions for use of the Webstore at any time, as the case may be.
There are two different memberships available at the Zoodel marketplace namely, Free and Premium. Services offered to these memberships are different and there are more services available to Premium membership as mentioned at the Website. You can check available services at //zoodel.com/en/pricing.
Zoodel reserves all rights to make any changes, alterations, amendments, substitution, completion, deletion etc. in any form and manner to those services available to the members at its sole discretion at any time it deems necessary due to market requirements, users' request etc. and.
All members must comply with these T&C, policies of Zoodel or instructions they may receive from time to time from Zoodel.
Zoodel shall reserve the right to suspend, cancel, terminate or reject registration or renewal of membership of any users, if at Zoodel's sole discretion such user has breached provisions of these T&C or Zoodel's policies and instructions or has committed any act / omission prohibited under the Iranian laws and regulations to the detriment of other users or has violated any other applicable laws which can undermine the market image, operations and credibility of Zoodel.
In such case of suspension, cancellation, termination, non-renewal etc., Zoodel shall suspect, cancel, cease or terminate its Services to the concerned user, as the case may be at Zoodel's sole discretion.
Zoodel under no circumstances shall be held liable with respect to the above and all users hereby release Zoodel from any probable liability and must indemnify Zoodel and hold it harmless of any such liabilities.
Zoodel provides an online business to business (B2B) marketplace allowing exchange of key trade information between product suppliers and buyers (i.e. Sellers and Buyers). Zoodel additionally provides online transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services through the Website subject to these T&C and any other instructions and guideline introduced by Zoodel. As such, Zoodel only acts as a passive conduit and platform for the exchange of users' Content which further enables trade or business transactions between the concerned users, but does not represent either the seller or the buyer in any specific transaction. Zoodel under any circumstances, whatsoever is not involved in and does not monitor, control or otherwise endorse any trade or business transactions between users and shall not be held legally responsible, liable or accountable in any manner whatsoever in relation thereto, namely but not restrictively, if the products are not available, not delivered on time, not of the quality or quantity represented, are defective, faulty, dangerous, counterfeit or otherwise not lawful or not satisfactory etc.
Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Website or its Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Website. Such risks shall include, but are not limited to, misrepresentation of users' products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents etc. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of the users' products or services offered or displayed on the Website may violate or may be asserted to violate third party rights, and the risk that user may incur costs of defense or other costs in connection with third parties' assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Website as a result of purchase and sale transactions in connection with using the Website may suffer harms and/or assert claims arising from their use of such products. Each User agrees that Zoodel shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with the said risks.
In order for checking of the products and to make sure of their compliance with the orders, Zoodel strongly advise you to use the services of commercial inspection companies in every transaction. Zoodel also recommends that in order to avoid complicated disputes between Sellers and Buyers they both use same inspection company. For your convenience Zoodel has listed some of such inspection companies on the Website. You are free to choose from among the list or mandate another inspection company. Zoodel under no circumstances, whatsoever does not accept any responsibility and liability with respect to your selection of an inspection company and your relations or disputes with it. Furthermore, in any event Zoodel shall not be responsible for anything which falls within the scope of activity of such inspection companies or failure to use such services by the users.
Any aforementioned transactional risks of any kind associated with the import, export, purchase or sale of products offered through the Website shall be fully born by you as a user. You are solely and fully responsible with respect to all applicable terms and conditions pertaining to any trade or business transactions made in relation to your use of the Website, including without limitation, any term and condition related to delivery, transportation, shipping, handling and storage, price, fees, taxes and payment, quality, returns, warranties and insurance, property titles, licenses and permits.
In the event that any user has a dispute with any party to a transaction, such disputing users hereby releases, holds harmless or indemnifies Zoodel from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages and loss of profit and business) arising out of or in connection with such transaction.
You hereby undertake that your use of the Website or any of its service must be in complete compliance with your applicable laws and regulations. If continuation of the use of the Website results in breach of such applicable laws, you must immediately cease using of the Website and mitigate the effects of your breach, if any.
You affirm that you have the proprietary ownership and the right / license / permission to transfer and disseminate data supplied to us and that you observe on your part the data privacy laws. Zoodel does not accept any responsibility with respect to the data supplied by you in terms of breach of any data privacy requirements which must have been observed by you. You agree and acknowledge that by submitting any data or content to us, you grant Zoodel an irrevocable, non-cancellable, perpetual, non-exclusive, royalty-free, sub-licensable, transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the content in connection with the Zoodel, service and business. These rights are required by Zoodel in order to host and display your data and content(s).
You are responsible for the content, accuracy, timeliness, design and completeness of the data provided. You explicitly state that these data are in compliance with the applicable laws and regulations in force. In this respect, you keep us harmless of any claims or alternatively keep us indemnified from any penalties and claims incurred by us because of your violations.
You will notify us of recognizable defects and faults of obligations, of imminent dangers and of evidence of misuse by third parties without delay and you will - within reasonable limits - take all necessary measures for the detection, localization and documentation of these defects and faults. Disadvantages that occur because of your late notifications are not our responsibility.
Zoodel is intended only for adults. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and in general you have such capacity and competency required by the applicable law to enter into the terms, conditions, obligations, affirmations, representations, warranties set forth in these terms and conditions, and to abide by and comply with them.
We are entitled to immediately block any of your Content, data or your registration or membership with us, as well as any links to other websites if we discern and determine that a violation of applicable laws has occurred. This especially applies if you are providing information on prohibited material, on illegal trade in pharmaceuticals, weapons or drugs or on any other illegal activities. We shall also be entitled to an immediate suspension if we are served with a formal warning because of violation of competition law regulations. In addition, we may in these cases immediately terminate the registration / account.
We are entitled to carry out maintenance services on servers, databases, etc. We will keep disruptions of data retrieval as low as possible. In case of minor disturbances because of the disruptions you are not entitled to reduce the price, terminate the contract or claim compensation.
Your privacy is important to us and we have taken steps to ensure that we do not collect more information from you than is necessary for us to provide you with our services and to protect your account. Information including, but not limited to name, trade name and mark, address, phone number, fax number, email address, account number, gender, date and/or year of birth, preferences, product list, area of activities and expertise, accreditations, prizes, etc. (Registration Information) may be collected at the time of user registration on the Website.
In connection with any transaction and payment services or Services under our buyer protection schemes we provide through the Website to the concerned parties, information, including but not limited to, bank account numbers, billing and delivery information, credit/debit card numbers and expiration dates ("Account Information") and other information may be collected to, among other things, facilitate the sale and purchase as well as the settlement of purchase price of the products or services transacted on or procured through the Website.
We record and retain details of users' activities on the Website. Information relating to such transactions including, but not limited to, the types and specifications of the products, pricing and delivery information and any trade dispute records ("Activities Information") may be collected when sale and purchase transactions are conducted on or facilitated through the Website.
From time to time, we collect information about our users and prospective users during trade shows, industry events and other functions. The information we may collect at these locations may include, but is not limited to, user name, address, phone number, fax number and email address ("Event Information").
We record and retain records of users' buying and browsing activities on Zoodel including but not limited to IP addresses, browsing patterns and Seller/Buyer behavioral patterns. In addition, we gather statistical information about the Website and visitors to the Website including, but not limited to, IP addresses, browser software, operating system, software and hardware attributes, pages viewed, number of sessions and unique visitors (together "Browsing Information').
Registration Information, Account Information, Activities Information, Event Information and Browsing Information generally relate to business entities (together referred to as "Business Data"). Insofar and only insofar as they constitute personally identifiable data of living individuals (together "Personal Data").
It is mandatory for users of the Website to provide certain categories of Business Data and Personal Data (as specified at the time of collection). In the event that users do not provide any or sufficient Business Data and/or Personal Data marked as mandatory, we may not be able to complete the registration process or provide such users with our products or services.
Your provided data will be stored in servers located across the globe. We shall hold no liability with respect to the place of storage of your data. By using this Website or its services, you consent to collection, transfer outside of your country, storage, and use of the personal information you provide for any of the services that we offer, and you consent to our collection of any changes or updates that you may provide to any information you provided that is collected by the Website.
You ensure the confidentiality of access permissions towards unauthorized third parties and you ensure that only authorized users make use of your assigned login data (username and password and e-mail and the like).
If you become aware of any abuse of your login data, you will notify Zoodel immediately in order for Zoodel to take necessary measures.
If by your violation of the confidentiality obligations, unauthorized use by third parties is made possible during your membership, you are responsible for all damages and losses caused by the violation. This obligation shall survive the termination of the membership / these T&C and the like.
If you provide any Personal Data to us, you are deemed to have authorized us to collect, retain and use that Personal Data for the following purposes:
verifying your identity;
verifying your eligibility to register as a user / member of the Website;
processing your registration as a user, providing you with a log-in ID for the Website and maintaining and managing your registration;
providing you with customer service and responding to your queries, feedback, claims or disputes;
to facilitate communication between Buyers and Sellers on the Website;
performing research or statistical analysis in order to improve the Content and layout of the Website, to improve our product offerings and services and for marketing and promotional purposes;
we may use your name, phone number, residential address, email address and fax number ("Marketing Data") to provide notices, surveys, product alerts, communications and other marketing materials to you relating to goods and Services offered by us on the Website;
if you voluntarily submit any information to the Zoodel for publication on the Website through the publishing tools, including but not limited to, company profile, product catalog, trade leads and any discussion forum, then you are deemed to have given consent to the publication of such information on the Website ("Voluntary Information"); and
Making such disclosures as may be required for any of the above purposes or as required by law or in respect of any claims or potential claims brought against us.
You further agree that we may disclose and transfer (whether within or outside your jurisdiction) your Personal Data to service providers engaged by us to assist us with providing you with our Services (including but not limited to data entry, database management, promotions, products and Services alerts, delivery services, payment extension services, and membership authentication and verification services) ("Service Providers"). These Service Providers are under a duty of confidentiality to us and are only permitted to use your Personal Data in connection with the purposes specified above, and not for their own purposes (including direct marketing).
You agree that we may disclose and transfer (whether within or outside your jurisdiction), for the purposes specified above, your Personal Data to other affiliated companies within the Zoodel / HML group, which comprises a group of companies operating leading online and mobile marketplaces in consumer and business-to-business commerce, as well as cloud computing and other services.
When necessary we may also disclose and transfer (whether within or outside your jurisdiction) your Personal Data to our professional advisers, law enforcement agencies, payment agencies and intermediaries, insurers, government and regulatory and other organizations for the purposes specified above.
Any Personal Data supplied by you will be retained by us and will be accessible by our employees, any Service Providers engaged by us for or in relation to any of the purposes stated above.
All Voluntary Information may be made publicly available on the Website and therefore accessible by any internet user. Any Voluntary Information that you disclose to us becomes public information and you relinquish any proprietary rights (including but not limited to the rights of confidentiality and copyright) in respect of such information. You should exercise caution when deciding to include Personal or proprietary Information in the Voluntary Information that you submit to us.
We may share your Account Information with banks or vendors to enable your transactions on the Website to be completed. In addition, we may use your Account Information to determine your credit-worthiness and, in the process of such determination, we may need to make such Account Information available to banks or credit rating agencies. While we have in place up-to-date technology and internal procedures to keep your Account Information and other Personal Data secure from intruders, there is no guarantee that such technology or procedures can eliminate all of the risks of theft, loss or misuse.
We may provide statistical information to third parties.
The content of this section is not by itself the sole disclaimer applicable by Zoodel to each and any user, whatever the use such user does of the Website. This means that as the case maybe Zoodel can benefit from other parts of these T&C and any updates thereto to limit or disclaim any liability.
You expressly acknowledge and agree that your use of the Website and its Service is entirely at your own risk and that the Website, and Services of the Zoodel are provided on an "as is" or "as available" basis, without any warranties of any kind.
All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed by the Website to the fullest extent permitted by law.
The Website makes no warranties or representations about the accuracy or completeness of the Website's Content or the content of any third party websites linked to the Website and assumes no liability or responsibility for any:
Errors, mistakes, or inaccuracies of Content.
Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website and its services.
Interruption or cessation of transmission to or from the Website.
Unauthorized access to or use of our servers and/or any Personal Information and/or financial information stored therein.
Bugs, computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or Personal Information, malware, spamming, phishing, or the like which may be transmitted to or through the Website by any third party.
Errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, communicated, transmitted, or otherwise made available via the Website or its services.
The Website does not warrant, endorse, or assume responsibility for any product or Service advertised or offered by a third party through the Website or any hyperlinked websites or featured in any banner or other advertising.
In no event shall the Website, Zoodel, HML, its group companies, affiliates, subsidiaries, officers and employees, be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if the Website has been advised of the possibility of such damages), resulting from any aspect of your use of the Website or its Services, including without limitation whether the damages arise from use or misuse of the Website or the Service, from inability to use the Website or its Services, or the interruption, suspension, modification, alteration, or termination of the Website or the Service. Such limitation of liability shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Website or the Service or any links on the website, as well as by reason of any information, opinions or advice received through or advertised in connection with the Website or its Service or any links on the Website. These limitations shall apply to the fullest extent permitted by law.
You understand that when using the Website, you will be exposed to Contents from a variety of sources, and that the Website is not responsible for the accuracy, usefulness, safety, intellectual property rights of or relating to such Content and you accept and assume all liabilities for your use. You further understand and acknowledge that you may be exposed to Contents that may be inaccurate, offensive, indecent, objectionable, defamatory or libelous. By using this Website or accepting otherwise these T&C you agree that you do not have any objections or claim in this respect against the Website and to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Website with respect thereto.
For access restrictions, which are due to force majeure or other causes beyond our sphere of control, we shall not be held liable under any circumstances.
You acknowledge and agree that:
The Website has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Website or its Service;
The Website may establish limits concerning use of the Service, including among others, the maximum number of days that Content will be maintained or retained by the Service, the maximum number and size of postings, messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service or the Website;
The Website, in its sole and absolute discretion, has the right (but not the obligation) to delete or deactivate your account, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if the Website believes that you have violated these T&C;
The Website shall not be liable to you or any third-party for any termination of your access to the Website or the Service, and you agree not to attempt to use the Service after any such termination.
The Website reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice and that the Website shall not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Service.
All rights not otherwise claimed under these T&C or by HML are hereby reserved. The information contained in the Website is intended, solely to provide general information for the personal use of the user, who accepts full responsibility for its use. Zoodel does not represent or endorse the accuracy or reliability of any Content contained on, distributed through, or linked, downloaded or accessed from any of the Services contained on this Website, or the quality of any products, information or other materials displayed, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Service.
We accept no responsibility for any errors or omissions, or for the results obtained from the use of this information. All information in this Website is provided "as is" with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Nothing herein shall to any extent substitute for the independent investigations and the sound technical and business judgment of the user(s). In no event shall Zoodel be liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to the Service, the materials and the products. User(s) of this Website hereby acknowledge that any reliance upon any Content shall be at their sole risk.
In the following cases you expressly acknowledge and agree that any liability of Zoodel, HML, its group companies, affiliates, subsidiaries, officers and employees shall be limited to the amount of the Service fee received from such user by the Website within one (1) calendar year:
in any case of an actual damage directly caused by Zoodel that Zoodel cannot or is barred from benefitting the exclusions and disclaimer provisions of these T&C; and
such damage caused a liability be established for Zoodel, HML, its group companies, affiliates, subsidiaries, officers and employees towards each user for any reason whatsoever.
You expressly agree and accept that any claims against Zoodel, HML, its group companies, affiliates, subsidiaries, officers and employees must be filed within one (1) calendar month from the date of occurrence of the cause of action; otherwise your right to raise such claim shall be lapsed and relinquished.
In the case of existence of any possible claims against the aforementioned in excess of the mentioned limitations, you hereby waive such claims or alternatively hereby settle those claims to the aforementioned.
HML is the only owner or lawful licensee of all the rights to the trademark and tradename of Zoodel or its group companies, affiliates and all its Contents as defined above. The Website Content embodies trade secrets and intellectual property rights protected under worldwide and local copyright, intellectual property and other laws. All title, ownership and intellectual property rights in the Website and its Contents shall remain with HML or its group companies, affiliates and subsidiaries. Any unauthorized use, infringement of such rights and violation of the provisions of any applicable laws in this respect by any user or other persons shall bring civil and criminal liabilities for the infringer or violator.
Zoodel provides an online marketplace for exchanging information between its users, buyers and sellers of products. Zoodel also provides online transaction platforms for its member users (Members) to place, accept, conclude, manage and fulfill orders for the provision of products. However, you agree and acknowledge that Zoodel does not:
represent Sellers and Buyers to take part in any specific transactions;
have any control and responsibility for the quality, safety, lawfulness or availability of the products offered for sale on the Website ; and
have any control on Sellers to complete a sale or on Buyers to complete a purchase and more generally on both of them to fulfill their undertakings.
You acknowledge that there may be risks of conducting any purchase and sale transactions in connection by using Zoodel, and that you are fully assuming the risks of liability or harm of any kind in connection with transactions and products and Services concluded, offered or made through Zoodel. Such risks shall include, but not limited to, miss-representation of products, fraudulent schemes, unsatisfactory quality or quantity, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miss-calculations, breach of warranty, breach of contract and transportation accidents and any claims under the consumer protection laws and regulations. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products offered or displayed on the Website may violate or may be asserted to violate third party rights, and the risk that user may incur costs of defense or other costs in connection with third parties' assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or Services others claiming to have suffered injuries or harms relating to products originally obtained by users of the Website or as a result of purchase and sale transactions in connection with using the Website may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each user agrees that Zoodel shall not be liable or responsible for any losses or damages (actual damages or loss of profit, market and all consequential losses etc.), claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Website or its Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
You agree to provide all information and materials as may be required by Zoodel in connection with your transactions conducted on, through or as a result of use of the Website or Services. Zoodel has the right to suspend or terminate your account / membership if you fail to provide the required information and materials.
In the event that you have any disputes with any party to a transaction, you agree to release and indemnify Zoodel, HML (and its group companies, affiliates, subsidiaries, officers and employees) from all liabilities, claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
You acknowledge that your transactions and contracts of sale entered into with other users of Zoodel may be governed by the laws other than the laws and regulations of Islamic Republic of Iran, as the case may be. Therefore, depending on what the governing laws or the contractual provisions provide, the return policies could be different. We advise you to retain a legal advisor in this respect to make sure of the applicable provisions.
If Zoodel receives any notification on the returning of the product or the money it will only act as a communication conduit whereas its sole liability would be to notify the other party of the same.
If the Buyer wishes to return the products based on the applicable governing laws and/or contractual provisions it must bear all administrative, legal, customs and other costs, procedure, formalities, insurance, customs licensing etc. necessary for such return. No need to say that the return by the Buyer must be in a manner that once the Seller receives the products they are reasonably in the same state as when dispatched for the Buyer..
You hereby acknowledge and agree that Zoodel under no circumstances can verify the products and their conditions, quantity, quality and their correspondences to the order or delivery. Therefore, in the case of the Buyer rejects the products or is willing to return the products based on legitimate and lawful reasons (including major delay in delivery, defects in the goods and the like), the Buyer must:
Inform Zoodel of such intention within the Inspection Period (i.e. 24 hours after each delivery);
ship back the products in the same condition to the Seller at the Buyer's costs within ten (10) business days; and
immediately provide Zoodel with the evidence of shipment within the said period.
Once Zoodel receives the notice of return / rejection within the Inspection Period and the shipping documents for complete return of the products are provided to Zoodel within the above-mentioned 10-business-days period, Zoodel will hold off remitting the escrowed amounts to the Seller. Zoodel will return the relevant escrowed amounts to the Buyer, once the returned products are delivered to the Seller in good order.
If the products that the Buyer receives are significantly different from the product requirements agreed in the contract with the Seller, the Buyer may choose to receive a partial refund (proportionate to the defect) and also keep the products. Zoodel will return the balance of the fund once such partial fund is accepted by the Seller within 10 business days. If the Seller does not agree or does not inform Zoodel of its agreement within the said period, the Buyer must return the products to the Seller at Seller's costs and risks within ten (10) business days upon Zoodel's notification and provide Zoodel with the shipment documents. Zoodel will return the total escrowed fund to the Buyer once the products are delivered to the Seller in good order.
If the products delivered to the Seller are not in good order same as the state dispatched by the Seller, Zoodel will keep the Buyers escrowed amount based on the report of the inspection company in charge and forward the same to the Seller. In absence of such report, Zoodel will keep such escrowed amount until the dispute is resolved between the Seller and the Buyer.
In the case of any dispute between the Buyer and the Seller with respect to the return, delivery etc. Zoodel will proceed based on the formalities and procedure mentioned herein these T&C irrespective of such disputes. Therefore, the users must proceed with their disputes outside the Zoodel platform and always indemnify and keep Zoodel harmless of such disputes. In order to assure of and evidence the state of the products and their quality we advise the users to use the services of the inspection companies.
Under no circumstances or title Zoodel shall be involved in the dispute between the users, transacting parties etc. Zoodel's liability with respect to this section shall be limited to the aforementioned. You hereby release Zoodel from any liability arising beyond the aforementioned, be it imposed by laws or regulations of any jurisdiction.
During such period that the amounts are escrowed with Zoodel, no interest, profit, damages etc. shall be accrued to such escrowed amounts at all and the users cannot make any claims against Zoodel in this respect.
You hereby acknowledge and agree that you will not have any claim or objections in respect of the above against Zoodel, HML, its group companies, affiliates, subsidiaries, officers and employees. In the case of existence of any such claim or objection against Zoodel, you hereby waive and relinquish them or otherwise assign them to Zoodel, without prejudice to the provisions relating to the limitations of liability set forth in these T&C.
Return of the products under this section shall in no case affect payment of the relevant fees to Zoodel. Therefore, Zoodel shall be entitled to receive, deduct, account and process any fees under the transactions, even if the underlying products are rejected / returned to the Seller or any disputes have been arisen between the users in this respect.
All users (i.e. Buyers and Sellers) hereby commit to provide Zoodel and the concerned user with all the required notifications and information with respect to inspection of the products, delivery, rejection and return, shipment and etc. and provide Zoodel with the copy of the underlying evidential documents (such as contracts, delivery receipts and shipment documents) within the period provided for in these T&C. All users hereby commit to provide the other concerned user with all the underlying documents, originals and copies (shipping documents, certificate of origins, insurance policy, certificate of inspection, certificate of quarantine etc.), as the case may be in order to make the other party to take delivery. Zoodel shall not be responsible vis-à-vis any user for the function of the users in this respect. Users shall be solely responsible and liable for their contractual undertakings and obligations and their performance.
You must not post or sell any item that is restricted or prohibited under Iranian laws and regulations.Please note that Zoodel operates as a global marketplace, thus the selling or posting of items may be prohibited because of laws outside of the jurisdiction where you reside. Zoodel reserves the right to remove those items that conflict with such prohibitions.
Below, we have listed some prohibited or restricted items. However, this list is not exhaustive; you, as the Seller, are responsible for ensuring that you are not posting an item that is prohibited by Iranian laws and any laws of other concerned jurisdiction. The generally prohibited or restricted items include:
alcohol and other prohibited intoxicating materials;
tobacco and tobacco products, cigarette, cigar, lighter and the like;
artifacts, cultural relics (including personal collection relics), historical grave markers, and related items;
gold, silver, other precious metals
any currencies, coins, bank notes, bonds, money orders, currency in digital or any intangible form (e.g. crypto-currency), stamps and other securities, as well as the equipment used to produce such items and any counterfeit of the same. Reproductions or replicas of coins as collectible items must be clearly marked with the word 'copy', 'reproduction' or 'replica' and comply with all relevant local laws.
debit, credit or gift cards;
crude oil, gas, electricity and any other similar prohibited products;
tickets such as airline, cinema, theatre and event tickets;
narcotics, drugs, pharmaceuticals and the like;
any arms, ammunitions, military ordnance, weapons (including explosive weapons), and/or any related parts or accessories as well as air guns, BB guns, paintball guns, stun guns, harpoons, spear guns, or any other weapons that may discharge a projectile containing any gas, chemicals, or explosive substances or any other similar items prohibited by the Police authorities or any other authority. Replica, 'look-alike', and imitation products of the above items under certain circumstances will be permitted only upon the express approval of Zoodel;
prohibits the listing of any humans, the human body, or any human body part (items made of human hair, such as wigs for commercial uses, are permitted);
Non-transferable items such as lotteries and the like;
law enforcement badges or official law enforcement equipment from any public authority, including badges issued by the government of any country, uniforms and the like;
counterfeits, non-licensed replicas, or unauthorized items in violation of the intellectual property laws;
stolen properties or properties of pyramid or ponzi marketing schemes;
used clothing and cosmetics;
unauthorized copies in violation of the intellectual properties;
mobile SIM cards or unpacked cell phones;
satellite equipment and receivers;
games prohibited by the relevant authorities;
unlicensed or second-hand and fake products;
automobiles and motorcycles;
sexual or sexual arousing devices and items; and
Moreover, Zoodel has chosen to also prohibit the posting of other categories of items which may not be restricted or prohibited by law but are nonetheless controversial. These items include:
items that encourage illegal activities;
items that are racially, religiously or ethnically derogatory, or that promote hatred, violence;
racial or religious intolerance;
giveaways, lotteries, raffles, or contests;
stocks, bonds, investment interests, and other securities;
pornographic materials or items that are sexual in nature;
items that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information; and
items and postings that are ethnically or racially offensive
Users must make sure that their products are not in violation of international trade rules, regulations and restrictions, otherwise Zoodel shall have the right to remove those products from the Website.
Zoodel maintains discretion over what items are appropriate and may cause removal of a listing that it deems necessary. Furthermore, Zoodel at its sole and exclusive discretion, reserves such right to impose any additional restrictions and prohibitions as the case may be and whenever it deems necessary.
If you are a Seller you hereby acknowledge that you are the lawful owner of the posted products and/or have all necessary and proprietary rights to sell and transfer those products. Otherwise, you must not post such products on Zoodel. If you fail to do so, you accept all the relevant responsibilities and liabilities in this respect and your sale can be regarded as fraud. Zoodel does not accept any responsibility in this respect. You must keep Zoodel harmless and indemnified for any damages incurred from the same.
All Sellers and Buyers must secure relevant applicable licenses from the relevant authorities for their transactions through Zoodel. You are further responsible to ensure that your transaction is lawful and not in violation of any contractual obligation.
All Sellers must comply with the sale and distribution instructions issued by the relevant authorities and unions for any sale of products. Moreover, you must comply with all guarantee and warranty and after-sales requirements under the applicable laws.
Before posting an item on Zoodel, you should carefully read any contracts that you have entered into that might limit your right to sell your item on the Website. Zoodel does not search for items that may raise these types of issues, nor can it review copies of private contracts, or adjudicate or take sides in private contract disputes. However, we want you to be aware that posting items in violation of your contractual obligations could put you at risk with third parties. Zoodel therefore urges that you not list any item until you have reviewed any relevant contracts or agreements, and you are confident that you can legally sell it on the Website.
All notices or demands to or upon Website shall be effective if in writing and shall be duly made when placed at Zoodel's Customers Service.
All notices or demands to or upon a user shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax number or email address provided by that user to Website, or by posting such notice or demand on an area of the Website that is publicly accessible without a charge or any other means deemed appropriate by Zoodel.
These T&C must be read and interpreted in conjunction with other guidelines and instructions provided by Zoodel. These include the scope of Services offered through the Website, Product Posting Policies and Return Policies which shall be considered as integral and constituent part of these T&C.
If any provision of these T&C becomes invalid, the other provisions will remain valid.
Headings under these T&C are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Irrespective of the possibility of the user's transactions being governed by the laws of jurisdictions other than the laws and regulations of the Islamic Republic of Iran, these T&C are subject to Iranian laws and regulations irrespective of its conflict of laws rules. If any differences, disputes or claim (Claims) arise from these T&C or from the use of the users of the Website shall be first notified to us through the Website (section for Zoodel Customer Service). If an amicable solution cannot be achieved within one (1) calendar week, such Claims must ultimately be resolved through arbitration of the Iranian Chamber of Commerce according to its latest Rules of Arbitration in place.
These T&C are available in multiple languages, however in the case of any discrepancies between the languages the English version prevails.
You are welcome to address to Zoodel Customers Service any feedback, comments, requests for technical support, and other communications. If you believe that any user Content on the Website violates intellectual property rights, copyrights or applicable law, you may submit a notification to our Customers Service providing any information in writing.
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