This document is an electronic record in compliance with the Information
Technology Act, 2000 and the Rules and Regulations framed thereunder, as
applicable and the amended provisions pertaining to electronic records in
various statutes as amended bythe Information Technology Act, 2000. This
electronic record is generated by a computer system and does not require
any physical or digital signatures.
Please read the following terms and conditions carefully before browsing,
registering, accessing or using the mobile application "HipBar". By
accessing, registering on or using the Application, you agree to be bound
bythe terms and conditions set forth below including any additional
guidelines and future modifications thereto. If, at any point of time, you
do not agree to these terms and conditions or do not wish to be bound by
any of these terms and conditions, you may not access or use the
Application and terminate the use of the Application in accordance with the
terms and conditions contained herein
Your Agreement to these Terms and Conditions
These Terms and Conditions (as may be amended from time to time, the
"Agreement" or “Terms”) constitute a legal contract between You (“You” or
"Merchant"), and Hip Bar Private Limited, a company incorporated under the
Companies Act, 2013 and having its registered office at No. 34, 1st floor,
B Ramachandra Adithanar Road (4th Main Road) Gandhi Nagar, Adyar, Chennai
-600020(“Company”).
Hip Bar owns and operates a mobile application HipBar and the website
www.gifting.hipbar.com (hereafter both the mobile application and
website will be referred to as the "HipBar Application"), which provides a platform
for liquor/alcoholic beverage manufacturers and distributors (“Sellers”) to
showcase liquor and alcoholic beverages ("Products") on the platform
created by HipBar i.e. the HipBar Application, and enables the Customer to
search and pay for these Products through independent, licensed alcohol
beverage retailers, and other licensees with retail privileges (hereinafter
referred to as the "Merchant"). We act as an intermediary/ service
provider, providing the Customer with this platform enabling him to
purchase the Products from the Merchant and We provide him with payment
solutions, payment support services, technology solutions and other related
/ ancillary services(hereinafter referred to as the “Services”). The
Sellers partner with the Company to display the Product(s) and You agree
to, in the capacity of a Merchant, to make available the Products to the
Customers by indicating the availability of the Products in your licensed
outlets, through the Application, in accordance with the terms and
conditions set forth herein.
You agree and acknowledge the following:
1. Unless otherwise expressly defined herein, the following capitalized
terms shall have the following meanings
(a) “Applicable Laws” shall mean all statutes, enactments, acts of
legislature or parliament, ordinances, rules, bye-laws, regulations,
notifications, guidelines, protocols, codes, judgments, policies,
directions, directives and orders of any government, statutory authority,
tribunal, board or court in India;
(c) “Customers” shall mean any (a) user of the Application who reserves the
Product(s) for collection of the Product(s) at his/her behest, through the
Application ; and (b) who has registered with HipBar Wallet and/or is the
holder of HipBar Wallet in an internet compatible device inter-alia mobile
phone, tablet and phablet that supports the Hip Bar Wallet;
(d) “HipBar Wallet” means a pre-paid instrument issued by Hip Bar;
(e) “Person” shall mean any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization, business or government (or any agency or political
subdivision thereof) or other entity.
(f) “Product(s)” shall mean liquor and alcoholic beverages that the Sellers
intend to display and the Merchant intends to make available to the
Customers through the Application in accordance with Applicable Laws;
2. Your Registration and Account Obligations
You need to set up an account with Us ("HipBar Account") and provide
certain information about yourself as prompted by theinformation form,
including, your name, gender/type of entity, email address, account
password, mobile phone number and billing/shipping address. All of your
registration information is protected by our Privacy Policy which is
accessible here.
You will not be eligible to create a HipBar Account unless:
a) You have attained at least 21 (Twenty-One) years of age;
b) You are a company registered under the Companies Act, 1956 or 2013 / you
are a partnership firm formed in accordance with the Partnership Act, 1932
/ you are a Limited Liability Partnership formed under the Limited
Liability Partnership Act, 2008 / Proprietorship / Hindu Undivided Family /
Individual and possess the requisite licenses, valid and in force, from the
government which are necessary for operation and sale of the Product(s) for
which you are licensed;
c) You can lawfully enter into and execute contracts under Applicable Laws
and have all requisite right, power and authority to perform Your
obligations as a Merchant;
d) You are licensed to sell the Products and such license is and always
shall be valid during the term of this Agreement.
You shall be solely responsible for maintaining the confidentiality of Your
assigned User ID and Password of HipBar Account and shall be responsible
for all activities that occur under Your User ID and Password. You agree
that if You provide any information that is inaccurate, false or incomplete
or we have reasonably sufficient evidence or grounds to believe that such
information is inaccurate, false or incomplete or not in accordance with
these Terms, we shall have the right to indefinitely suspend or terminate
or block access of Your HipBar Account on the Application and refuse to
provide You with access to the Application.
3. Services to be provided by You
You agree that during the term of this Agreement, you will provide Us with
the real-time availability of the Product(s) listed by the Sellers on the
Application at its licensed outlets. You shall ensure that You hold an
adequate inventory of the Products that you have indicated to Us and as
indicated on the Application, for successful fulfilment of the orders
placed by the Customers.
The Customer may collect the Products(s) from your licensed outlet upon
age-verification (on your part) and payment done (by the Customer) using
the HipBar Wallet.
You shall deliver the ordered Products to the relevant Customer when such
Customer visits Your licensed outlet, provided that You subject the
customer to an ID check if he/she appears to be below legal drinking age in
the state of operation, prior to delivering the Products to the Customer.
Issuance of correct and complete invoices shall be Your sole responsibility
and such invoices shall be issued directly in the name of the Customers, in
accordance with Applicable Law(s). All payments in relation to the
Product(s) shall be made by the Customer at the time of redemption of the
Product(s) at the licensed outlet of the Merchant upon verification. All
such payments shall be made by the Customer to the Merchant using the
HipBar Wallet.
We shall provide you with the necessary backend infrastructure for
capturing all necessary details of the transactions of the Customers, and
shall communicate such details to You, in a manner determined by Us. You
shall package the Product(s) in accordance with Applicable Laws and any
guidelines or instructions issued by Us, from time to time, in this regard.
Upon the redemption of the Product(s) by the Customers, We shall, within a
period of 2 (two) business days from such redemption of the Product(s), or
such extended period as may be mutually agreed in writing between Us,
settle the outstanding payments payable to You, post the relevant
deductions in accordance with the terms and conditions of this Agreement,
and any deductions to be made in accordance with Applicable Law. The
mechanism / process in relation to receipt of the said amount, shall be in
accordance with the terms and conditions as mutually agreed to by us, which
shall be subject to change as agreed between us. In the event of any change
in our forfeiture or any other policy, the same shall be intimated to You.
In case the Customer(s) fails to comply with inter-alia age or any
verification requirements by producing appropriate documents or by not
cooperating, You shall refuse to deliver the Product(s) to the Customer.
Any liability arising on account of your failure to do so, shall lie
entirely upon You.
You agree that all the commercial/contractual terms in respect of the
Product(s) offered by You and agreed upon withthe Customers, are with You
alone, and the Company is merely acting in the capacity of a service
provider, providing Services as set out in this Agreement. The Company does
not determine, advice, have any control, or in any way involve themselves
in the offering or
acceptance of such commercial/contractual terms in respect of the
Product(s) between You and the Customers. You understand, agree and
acknowledge that the Company is an intermediary which facilitates the
online display of Product(s) and provides the Services as defined, and any
contractual relationship between the Customer and the Company, is purely
confined and limited to these aspects. Any and all liability arising in any
manner or for any reason whatsoever, out of the sale of Products by You to
the Customers, shall be entirely to your account.
4. License Requirements
You represent and warrant that You hold a valid license to sell the
Products in the State at the licensed outlets and shall at all points in
time during the validity of this Agreement, maintain the validity of the
license. We are entitled to call upon you to produce for inspection and
verification, at any point of time, documents and details evidencing the
existence and validity of such license. Should the Company have any grounds
to believe that the licenses are invalid, incomplete, or ineffective for
any reason whatsoever, the Company shall be entitled to terminate your use
of the Application and your Account.
5. Compensation
You hereby undertake and agree that in consideration of the Services
rendered by the Company, You shall pay the Company the applicable fee in
relation to the Services rendered in accordance with the terms and
conditions as agreed withus from time to time. In case of any changes in
the service fee, for any reason whatsoever including but not limited to
change in rate of taxes, or fluctuation in prices of Products, the Company
will notify You of such changes and the terms of clause 14 shall be
applicable and You shall agree or disagree in accordance with the procedure
as laid down in clause 14.
You authorize the Company to make deductions from the amounts due and
payable to You towards the service fee payable by You for the Services
provided by the Company. Any payments made to You will be subject to
applicable taxes and deductions from time to time. You further agree and
undertake to execute all authorizations and writings, as may be required by
the Company from time to time to make such deductions and payments.
You agree and acknowledge that any payment made to You is without prejudice
to any claims or rights that the Company may have against You and such
payments will not constitute any admission by the Company as to the
performance by You ofYour obligations under this Agreement.
Notwithstanding anything contained in this Agreement where the Company has
reason to believe that any charges/debits have been incurred which is
fraudulent or without authorisation ("Suspect Charge"), the Company will be
entitled to deduct an amount equivalent to Suspect Charge from the amount
payable to You. If after due inquiry and investigation, the Company
determines that the charge/debit is a valid charge and not a Suspect
Charge, the withheld payment will be released.
If it is determined after due inquiry and investigation that any Suspect
Charge is not a valid charge at all, the Company will not release the
withheld payment and will transfer the same to the Hip Bar Wallet of the
Customer in question. The decision of the Company in this regard shall be
final and binding.
You agree and acknowledge that any payment made to You is without prejudice
to any claims or rights that We may have against You and such payments will
not constitute any admission by the Company as to the performance by You of
Your obligations under this Agreement
The making of payments by the Company to You under this Agreement, will not
constitute a waiver by Us of our rights to recover amounts payable by You
to the Company. The Company reserves the right to seek indemnities from You
for losses suffered by the Company under any heads of claims permissible
under Applicable Laws or for any reason, such as:
a) Any transaction is for any reason unlawful or unenforceable;
b) Any information presented electronically to us is not received in
accordance with Our requirements, or is false and misleading;
c) Any transaction made outside the territory authorized for the use of
such instrument;
d) Any transaction that is posted more than once to wallet holders account
for the same transaction;
e) Where the transaction amount exceeds the limits prescribed by the
Company or RBI or any other government authority, from time to time, for
any legal or regulatory reasons;
f) Where the sale of the Products is not from a licensed outlet of Yours.
6. Understanding Between the Parties
You agree that We have entered into, or may enter into, other contracts of
similar nature with other merchants for a similar purpose and acknowledge
that there is no exclusivity in the present arrangement between Us.
You agree that the Application is a web-based mobile platform for
showcasing of (a) the Seller’s Products; and (b) the brand name of the
Sellers to the Customers to enable such Customers to transact the
Product(s) on the Application.
You agree that our role is that of a service provider in all such
transactions. You agree that the Hip Bar Wallet facility provided by Us is
neither a banking service nor a financial service but is merely that of a
facilitator providing the service of an automated online electronic payment
system, using the existing authorized banking infrastructure. Further, by
providing the payment facility, the Company is not acting as a trustee nor
in any other fiduciary capacity with respect to any transaction on the
Application.
You further agree that You are partnering with Us solely for the purpose of
providing the Customers with real time information of the availability of
the Products at Yourlicensed outlet, and enabling the Customers to reserve
/ order the Products using the Application through the Services offered by
Us and providing access to the Collection Service provided by You.
Nothing in this Agreement will be taken as establishing that the Company or
any of its personnel to be the agent or employee of You, nor shall it
create, a joint venture, legal partnership, a franchisor/franchisee
relationship, employer – employee relationship, agency (disclosed or
undisclosed), sales representative or any similar relationship.
You acknowledge that You will be provided with a mobile device and You
agree and acknowledge that the use of the said device shall be only for the
purposes of completing the redemption process of the transactions
undertaken by the Customers or to process the sale of the Product(s). You
further agree and acknowledge that the mobile device shall be handled with
care and shall not be used to download any other application or for any
other purposes whatsoever, other than as specified in this Agreement. The
said device is the Company's sole and absolute property and in event of any
loss or damage to the device, You shall be responsible for the payment of
the applicable charges as may be determined by Us from time to time, at our
sole discretion. You further agree and acknowledge that any liability or
consequences arising out of your use of the said device, shall be entirely
to your account.
7. Covenants, Representations and Warranties
You hereby declare, assure, undertake and covenant as under:
a) You shall duly fulfil all transactions in accordance with the
instructions of the Customers and as mutually decided between You and the
Customers, including the Collection Service.
b) You have and you shall maintain all required rights, powers, and
authorizations to enter into this Agreement and to fulfil, deliver and
perform the obligations contemplated hereunder in accordance with the terms
of the Agreement or Applicable Laws.
c) You shall ensure that appropriate documents for purchase of the Products
have been provided by the Customer to You, and you have verified the
identity and credentials of the Customer as prescribed from time to time
under Applicable Laws and verify the original documents/conduct a full KYC
of the Customer. You shall, at all times, ensure that appropriate
disclosures/disclaimers are displayed conspicuously in accordance with
Applicable Laws and as may be prescribed by us from time to time. You
hereby undertake that You shall provide Us with any information or
documents thereto, and act in accordance with Our instructions.
d) You shall comply with all Applicable Laws while offering the Products to
the Customers. You shall not offer anything to the Customers, which is
illegal, stolen or unauthorized and/or is not in compliance with Applicable
Laws.
e) You shall keep confidential all information relating to the Customers
except as required for the Collection Services. You shall ensure that there
are proper encryption and robust security measures to prevent any hacking
of the information of the Customers on Your licensed outlet/premises or
through the Application. You shall use the Customer's data in accordance
with Applicable Laws including but not limited to the Information
Technology Act, 2000 and the rules made thereunder and use the data only
for the purpose of completing the transaction for which it was furnishedand
shall not sell or otherwise furnish such information to any third party.
You agree and acknowledge to indemnify Us against any direct and indirect
damages, losses or claims incurred by Us due to non-compliance of this
Clause.
f) You shall be solely responsible for the accuracy of all information
and/or validity of the prices and any other charges and/or other
information relating to the Products offered to the Customers through the
Application.
g) You hereby agree and acknowledge that all risks associated with the sale
of the Products in relation to a Successful Transaction (as defined
hereinafter) shall be solely at your risk and We shall have no liability
thereof, in any manner whatsoever. For the purposes of this Agreement a
“Successful Transaction” shall mean a transaction undertaken by a Customer
for which the payment has been processed and received by Us at the time of
such order (deeming the sale of the Product to have taken place at Your
licensed outlet / premises). Any and all disputes regarding quality and
quantity of the Products offered for sale by You shall be resolved directly
with the Customer without making the Us a party to such disputes, in any
manner whatsoever.
h) You hereby agree and acknowledge that the Company including its
personnel or auditors (internal or external) or legal advisors and
regulators (including but not limited to the Reserve Bank of India) shall
have the right to physically inspect and/or audit all Your records that
relates to the arrangement captured in this Agreement and such agreements
incidental thereto and You shall permit entry into such premises where such
records are maintained upon receipt of a reasonable prior notice from Us or
such other third parties, from time to time.
i) You agree that We reserve the right to suspend the Services or suspend
your HipBar Account under this Agreement in the event You fail to observe
any of the terms of this Agreement.
j) You agree and acknowledge that the price of the Product(s) displayed on
the Application shall be the Maximum Retail Price or applicable surcharge,
if any.
k) You shall be solely responsible to provide/specify validity period of
the Products and the prices and You shall also be responsible for honouring
such offers during the existence of the validity period and in the event
You fail to honour such offer/transaction, then such non-performance shall
be deemed to constitute a breach of this Agreement.
l) You hereby agree and acknowledge that in view of the Services provided
by us under this Agreement, to the extent as may be applicable, at all
times during the term of this Agreement, the Company shall have the right
to receive payments from the Customers through the HipBar Wallet. You
hereby assign all rights in relation thereto to Us.
m) You shall be solely responsible and liable for any complaints and
queries of the Customers with respect to the Products,including any
complaints with respect to the quality or quantity of the Products, the
Collection Service etc.
n) You agree, undertake and confirm that You deal only in original,
legitimate and genuine Products and in which You own the rights, which are
either self-manufactured and/or procured from the Sellers in accordance
with Applicable Laws. You further undertake that You shall not provide the
Customers with fake/spurious/non-authentic Products, or Products past their
expiry date.
o) Your execution of this Agreement does not and will not violate any
provision of Applicable Law or agreement or understanding with any third
party, and you shall indemnify the Company from any third party claims in
this regard.
p) You shall maintain all valid licenses, registrations, authorizations and
clearances under Applicable Laws with respect to the Products and/or
services and the business carried on by You from time to time, including
but not limited to all municipal, local, state and central registrations
and permits for safe storage of the Products within the designated area.
q) You shall at all times comply with all statutory requirements and make
timely payment of all statutory dues, including and not limited to taxes,
cesses etc. relating to sale of the Products under all Applicable Laws.
r) You acknowledge that the Company may be required to comply with the
applicable provisions of the foreign exchange laws, rules, regulations,
notifications, guidelines and other requirements, and accordingly agree
that the Company shall be at liberty to display or remove from display, on
its Application and / or the Company's website, any of Your licensed
outlets registered with the Company, at its discretion, in order for the
Company to remain in compliance with such regulatory requirements.
8. Indemnification
You agree to indemnify, save, and hold Us, our promoters, directors,
affiliates, contractors, service providers, employees, officers, agents and
third party suppliers, licensors, and partners harmless from any and all
claims, losses, damages, and liabilities, costs and expenses, including
without limitation legal fees and expenses, arising out of or related to
Your use or misuse of the Application, violation by You of the terms and
conditions of this Agreement, or any breach of the representations,
warranties, and covenants made by You herein. We reserve our right, at Your
expense, to assume the exclusive defence and control of any matter for
which You are required to indemnify us, including rights to settle, and You
agree to cooperate with Us to defend and settle the claims. We will make
reasonable efforts to notify You of any claim, action, or proceeding
brought by a third party that is subject to the foregoing indemnification
upon becoming aware of it. This clause shall survive termination of this
Agreement.
9. Liabilities and Damages
The Company or its contractors, directors, officers, agents, licensors,
partners shall not in any event or circumstances be liable to You for any
special, indirect, incidental, consequential, punitive, or exemplary
damages, including but not limited to lost business opportunities, lost
revenues, or loss of anticipated profits or any other pecuniary or
non-pecuniary loss or damage of any nature
whatsoever, arising out of or relating to (i) this Agreement, and (ii) the
use or inability to use the Application.
10. Disclaimer: No Warranties
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTES WITH US IS THE CANCELLATION
OF YOUR HIPBAR ACCOUNT WITH US.
THE COMPANY's APPLICATION, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS,
MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE
PLATFORM, IS PROVIDED 'AS IS.' TO THE FULLEST EXTENT PERMISSIBLE BY LAW,
COMPANY AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR
WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT/SERVICES ON THE PLATFORM,
OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE
USED ON OR ACCESSED THROUGH PLATFORM, FOR ANY PRODUCTS OR SERVICES OR
HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED
WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH PLATFORM OR ANY
LINKED SITE. FURTHER THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN PLATFORM, OR ANY MATERIALS OR
CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY
SHALL NOT BE LIABLE FOR THE USE OF PLATFORM, INCLUDING, WITHOUT LIMITATION,
THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
IN NO EVENT SHALL THE COMPANY’S TOTAL CUMULATIVE LIABILITY TOWARDS YOU FOR
ANY AND ALL CLAIMS UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION,
EXCEED INR 100. YOU AGREE THAT IRRESPECTIVE OF THE NATURE OF CLAIM YOU MAY
HAVE, WHETHER FOR DAMAGES, IN CONTRACT, TORT OR OTHERWISE, THE LIABILITY
SHALL NOT EXCEED THE AMOUNT SPECIFIED IN THIS CLAUSE.
11. Ownership; Proprietary Rights
All rights, including copyright, in the content Application are owned or
controlled for these purposes by Us. Except where expressly stated
otherwise, you are not permitted to do any derivative work, copy, download,
store (in any medium), transmit, broadcast, show or display in public,
adapt or change in any way the content on the Application for any purpose
whatsoever without Our prior written permission. Violators will be
prosecuted to the maximum extent possible under applicable law. Any other
rights, not expressly granted herein, are reserved.
The Application includes a combination of content that We create, that our
partners or licensors or associates create, and that the Sellers may
create. All materials published on the Application, including, but not
limited to software(s), advertisement(s), written content, views, reviews,
photographs, graphics, images, illustrations, marks, logos, sound or video
clips, and flash animation, are protected by our copyrights or trademarks
or those of our partners or licensors or associates. You are not permitted
to copy, modify, publish, transmit, reproduce, create derivative works of,
distribute, publicly perform or display, or in any way exploit any of the
materials or content on the Application in whole or in part.
If we find any contents or materials published on our Application as
obscene, offensive, indecent, racial, hatred to religion or objectionable
or that is inaccurate, you shall refrain from use of such materials or
contents and shall bear all risks associated with using that content. You
unequivocally agree not to publish or post such material in Your content.
We have the right, but not the obligation, to remove any content that may,
in our sole discretion, violate these Terms or that is otherwise
objectionable.
All names, logos, marks, labels, trademarks, copyrights or intellectual and
proprietary rights on the Application belonging to any person, entity or
third party are recognized as proprietary to the respective owners and any
claims, controversy or issues against these names, logos, marks, labels,
trademarks, copyrights or intellectual and proprietary rights must be
directly addressed to the respective parties with notice to Us. You
irrevocably confirm and undertake that We shall not be liable for any
claims, expenses and liabilities for display or use of the names, logos,
marks, labels, trademarks, copyrights or intellectual and proprietary
rights on the Application under license or rights or affiliation with the
said person, entity or third party.
You hereby authorize Us to include Your Intellectual Property, as mutually
agreed upon, including trademarks , on the Application and in any
promotional material produced by Us in relation to the promotion of the
Application.
12. Termination of Agreement
Termination by Us: You agree that We, in our sole discretion, for any or no
reason, and without penalty, may suspend or terminate Your HipBar Account
(or any part thereof) or terminate this Agreement, at any time without
assigning any reason. You agree that any termination may be effected
without prior notice, and You agree that We will not be liable to You or
any third party for any such termination. Any suspected fraudulent, abusive
or illegal activity may be referred to appropriate law enforcement
authorities. These remedies are in addition to any other remedies We may
have at law or in equity.
Termination by You: You may terminate this Agreement by giving the Us prior
written notice of at least 60 days
13. Consequence of Termination
Upon termination of this Agreement for any reason:
a) We will block Your access to the Application;
b) We shall forthwith but not later than 30 (thirty) days of termination of
this Agreement, remove all material in any form, in electronic form or
otherwise, bearing Your name or any other representations of Yours; and
c) You shall return all our Confidential Information and all other
properties and materials (including but not limited to the mobile device)
belonging to Us. In case such Confidential Information cannot be returned
in a material form, You shall destroy all such information and provide a
certification to this effect.
14. Modification of this Agreement
We reserve the exclusive right to change, modify, add, delete or remove
portions of this Agreement at any time by posting notification on the
Application or otherwise communicating the said notification to You. The
changes will become effective, and shall be deemed to have been accepted by
You 24 (twenty-four) hours after the initial posting and shall be
applicable immediately on a going-forward basis. If You do not agree with
any such modification, Your sole and exclusive remedy is to terminate this
Agreement in accordance with clause 12 above. If you continue to use the
Application, it will be deemed as your acceptance of the terms.
15. Waiver
Our failure to exercise or enforce any right or provision of this Agreement
will not constitute a waiver of such right or provision. Any waiver of any
provision of this Agreement will be effective only if in writing and signed
by our authorised signatory, expressly stating that We are exercising a
waiver of any right or provision.
16. Notice
Wemay provide You with notices and communications by email, regular mail or
postings on the Application or by any other reasonable means. Except
otherwise communicated, notice to Us must be sent by courier or registered
mail to our address provided to You from time to time.
17. Arbitration
You and/or the Company agree that any dispute arising out of or relating to
this Agreement including its interpretation, shall be settled only by
arbitration in accordance with the provisions of the Indian Arbitration
& Conciliation Act, 1996. You agree, that the disputes shall be decided
by a sole arbitrator and We shall have the sole right to appoint the
arbitrator. Any such dispute shall be decided and determined on an
individual basis and shall not be consolidated in any arbitration with any
claim or controversy concerning any other party. The arbitration
proceedings shall be conducted in Chennai, India. Either of us may, subject
to the provisions of the Arbitration & Conciliation Act, 1996, and to
the extent permitted thereunder, seek any interim or preliminary relief
from a court of competent jurisdiction in Chennai, India, necessary to
protect the rights or the property of You or Company (or its agents,
suppliers, service providers and subcontractors), pending the completion of
arbitration. Any arbitration shall be confidential, and neither of Us shall
disclose the existence, content or results of any such arbitration
proceedings, except as may be required by law or for purposes of enforcing
or challenging the arbitration award. In all arbitrations, each party will
bear the expense of its own lawyers and preparation. The language of
Arbitration shall be English.
18. Laws and Disputes Redressal
Subject to Clause 17, You agree that courts in Chennai, India, shall have
exclusive jurisdiction in respect of disputes between us. This Agreement
shall be governed by the laws of India.
19. Severability
If any provision of this Agreement is held to be unlawful, void, invalid or
otherwise unenforceable, then that provision will be limited or eliminated
from this Agreement to the minimum extent required, and the remaining
provisions will remain valid and enforceable.
20. Assignment
This Agreement, and any rights granted hereunder, may not be transferred or
assigned by You without our prior written consent which may be withheld in
our sole discretion, but may be assigned by us without restriction. Any
assignment attempted to be made in violation of this provision shall be
void and of no effect.
21. Survival
Upon termination of this Agreement, any provision which, by its nature or
express terms should survive, will survive such termination or expiration
as applied to transfers and relationship prior to such termination or
expiration.
22. Entire Agreement
This is the entire agreement between us relating to the subject matter
hereof and will not be modified except in writing, signed by both parties,
or by a change to this Agreement made by Us in accordance with the terms of
this Agreement.
23. Contact Information
If You have any question, issue, complaint, please contact our support
services at [email protected].