VEETHEE
VIHARAN Pvt. Ltd., a private limited company incorporated under the
laws of India having its registered office at Farm Chandrakanta, Chandrika Devi
Road, Kathwara, Bakshi Ka Talab, Lucknow, India, operating www.eatind.com
(hereinafter referred to as the “VEETHEE VIHARAN” or “we” or “us”
or “our”)
AND
You (Individual/ sole
proprietor / company / partnership firm / limited liability partnership firm /
AOP / BOI / Trust / Society) who is accepting the terms and conditions of this agreement
either himself / herself or through a duly authorised signatory and who is
legally competent and allowed to do business in India (hereinafter referred to
as the "the HOST" or “You” or “Your”).
VEETHEE VIHARAN and the HOST
are hereinafter individually referred to as Party and collectively as the
Parties.
WHEREAS
1.
PURPOSE of the agreement:
·
The HOST is the lawful owner and has possession of
the property/ farm land/ restaurant/ equipment/ machinery/ vehicle and also
includes its agent or manager or the person to whom such responsibility is
assigned by lawful owner.
·
VEETHEE VIHARAN is engaged in the business of
providing e-commerce marketplace in the name of www.eatind.com (portal /
website) wherein the HOST and buyers directly sell and purchase the services
respectively.
·
The HOST, in view of increasing their sales, is
desirous of using the services of VEETHEE VIHARAN for selling their services
online on e-commerce marketplace and fulfillment & delivery of the order
directly to the customers.
The Parties are desirous of recording the terms and
conditions for the furtherance and achieving the aforesaid purpose.
By impliedly or expressly
accepting these Terms of Use, You also accept and agree to be bound by VEETHEE
VIHARAN Policies as amended from time to time.
2.
Definitions
As used in this Agreement, the following terms have the
following meanings:
2.1 "Affiliate" means with respect to any entity, any other entity that
directly or indirectly controls, is controlled by, or is under common control
with, such entity, except with respect to VEETHEE VIHARAN,
"Affiliate" means solely its Affiliates domiciled in India.
2.2 “VEETHEE VIHARAN Associated Properties" means any website or other online point of presence,
other than the VEETHEE VIHARAN Site, through which any VEETHEE VIHARAN Site or
products or services available thereon are syndicated, offered, advertised or
described.
2.3 "Company’s Site" or “website” or “Portal” means www.eatind.com
2.4 “Code of Conduct” means the annexure which forms part of
this agreement which contains additional terms and conditions to be abided by
the HOST for (i) listing of products on the portal, and (ii) continuation of
membership with the Company;
2.5 "Business Days" means any day of the week;
2.6 “Confidential Information" means information relating to us, to the Services or
VEETHEE VIHARAN’s customers that is not known to the general public including,
but not limited to, any information identifying or unique to specific
customers; reports, insights, and other information about the Services, data
derived from the Services except for data (other than customer personal data)
arising from the sale of your services comprising of services sold, prices,
sales, volumes and time of the transaction; and technical or operational
specifications relating to the Services. For the purposes of this Agreement,
customer personal data constitutes Confidential Information at all times.
2.7 "Content" means copyrightable works and other content protected
under applicable Laws.
2.8 "Intellectual Property Rights" means any patent, copyright, Trademark, moral right,
trade secret right or any other intellectual property right arising under any
Laws and all ancillary and related rights, including all rights of registration
and renewal and causes of action for violation, misappropriation or
infringement of any of the foregoing.
2.9 "Law(s)" means any law, ordinance, rule, regulation, order,
licence, permit, judgment, decision or other requirement, now or hereafter in
effect, of any governmental authority of competent jurisdiction (particularly
in India).
2.10
"Local
Currency" means
Indian Rupees (INR).
2.11
"Order
Information" means,
with respect to any of Your Services sold through the portal of Company, the
order information and shipping information that we provide or make available to
you.
2.12
"Person" means any individual, company, corporation,
partnership, limited liability partnership, governmental authority,
association, joint venture, division or other cognizable entity, whether or not
having distinct legal existence.
2.13
"Service" means each of the following services that VEETHEE
VIHARAN makes available on or in connection with the VEETHEE VIHARAN website –
including but limited to food and dining services offered by HOST, visiting the
premises of HOST, using the vehicles such as ATV rides, bicycles, terrain etc.
provided by HOST for the purposes of entertainment;
2.14
"Service
Terms" means the
service terms specific to each Service set forth herein and made a part of this
Agreement upon the date you elect to register for the applicable Service.
2.15
"Technology" means any: (a) ideas, procedures, processes,
systems, methods of operation, concepts, principles and discoveries protected
or protectable under the Laws of any jurisdiction; (b) interfaces, protocols,
glossaries, libraries, structured XML formats, specifications, grammars, data
formats, or other similar materials; and (c) software, hardware, code,
technology or other functional item.
2.16
"Trademark" means any trademark, service mark, trade dress
(including any proprietary "look and feel"), trade name, other
proprietary logo or insignia or other source or business identifier, protected
or protectable under applicable Laws.
2.17
"Your
Account" means
the particular account in our systems, in which information about Your
Transactions is recorded, and which is one of the online portals and tools
which VEETHEE VIHARAN may make available to you, for your use in managing your
orders, inventory and presence on the VEETHEE VIHARAN’s website.
2.18
"Your
Materials" or “Material” means
all Technology, Your Trademarks, Content, Required Product Information, data,
materials, and other items provided or made available by you or your Affiliates
to VEETHEE VIHARAN or its Affiliates.
2.19
"Your
Product" or “Product” means
any service that is made available for listing for sale, offered for sale or
sold by you through the Selling on portal and/or fulfilled or otherwise
processed through the Fulfilment by VEETHEE VIHARAN Service in connection with
Your Account, or made available for advertising by you through VEETHEE VIHARAN
Advertising.
2.20
"Your
Sales Channels" or “Channel Sales” means all sales channels and other means through which you
or any of your Affiliates offer or sell products.
2.21
"Your
Taxes" or “Taxes” means
any and all value added, service, sales, use, excise, import, export, goods and
services tax, Goods and Services Tax (GST) and other taxes and duties assessed,
incurred or required to be collected or paid for any reason in connection with
any advertisement, offer or sale of products/ services by you on or through or
in connection with the Services, or otherwise in connection with any action,
inaction or omission of you or your Affiliates or your or their respective
employees, agents, contractors or representatives. Also, as it is used in the
Fulfilment by VEETHEE VIHARAN Service Terms, this defined term also means any
of the types of taxes mentioned above that are imposed on or collectible by VEETHEE
VIHARAN or any of its Affiliates in connection with or as a result of sale of
your services through VEETHEE VIHARAN website.
2.22
"Your
Trademarks" or
“Trademark” means Trademarks of yours that you provide to us: (a) in non-text
form for branding purposes; and (b) separate from (and not embedded or
otherwise incorporated in) any product specific information or materials.
2.23
"Your
Transaction" or “Transaction” means any sale of Your Services or Product(s) through the VEETHEE
VIHARAN.
3.
Registration – it is mandatory to register yourself for availing
the services of VEETHEE VIHARAN. For the purposes of registration with the VEETHEE VIHARAN,
you are required to provide the KYC documents to VEETHEE
VIHARAN. You also agree to
provide the other documents as and when asked for by VEETHEE
VIHARAN. At the time of
registration, you are also required to provide the details of your bank
account.
4.
Payments
for membership –
Currently we are not charging any fee from HOSTs for the registration process.
But the HOST agrees that in future a fee may be imposed on registered members
for using the portal operated by the VEETHEE VIHARAN. In such a case, VEETHEE
VIHARAN would intimate the
amount of fees in advance to the HOST, which would be payable by the HOST for
using the portal of VEETHEE VIHARAN.
VEETHEE VIHARAN would also circulate the various
modes through which payments may be made to VEETHEE VIHARAN. HOST agrees that
its membership would be liable to be cancelled for non payment, delay in
payment of such fees to the VEETHEE VIHARAN.
5.
Consideration
for this agreement – VEETHEE
VIHARAN would initially recover the money from customers towards the online
bookings made by the customers. VEETHEE VIHARAN would then make the payment to
the HOST after deducting the markup for using the services of VEETHEE VIHARAN. The
HOST agrees to pay to VEETHEE VIHARAN a commission which is equivalent to the
markup retained by VEETHEE VIHARAN for using its platform. Further, VEETHEE
VIHARAN would make the payment to the HOST after deducting such markup and
other applicable taxes.
Explanation: Mark up means the difference between the listing
price on VEETHEE VIHARAN portal (price actually displayed on VEETHEE VIHARAN
portal to the customers) AND price at which the services are offered to VEETHEE
VIHARAN by the HOST.
6.
Membership
Eligibility
Use of the site/application is available only to
persons who can form legally binding contracts under Indian Contract Act, 1872.
Persons who are "incompetent to contract" within the meaning of the
Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are
not eligible to use the site. If you are a minor i.e. under the age of 18
years, you shall not register as a User of the site/application and shall not
transact on or use the site/application. As a minor if you wish to use or
transact on site/application, such use or transaction may be made by your legal
guardian or parents on the site/application. VEETHEE
VIHARAN reserves the right to
terminate your membership and / or refuse to provide you with access to the
site/application if it is brought to VEETHEE VIHARAN 's
notice or if it is discovered that you are under the age of 18 years.
7.
Term and Termination.
The term of this Agreement will start on the date of
your completed registration for use of a Service and continue until terminated
by us or you as provided below. You may at any time terminate your use of any
Service immediately on notice to us via email. We may terminate your use of any
Services or terminate this Agreement for convenience with 15 days’ advance
notice. We may suspend or terminate your use of any Services immediately if we
determine that (a) you have materially breached the terms of Agreement, (b) in
case where there is no material breach of terms and conditions a notice to cure
the shortcoming / failure to cure such defect within 7 days, may be given at VEETHEE
VIHARAN’s reasonable discretion; (b) your account has been, or our controls
identify that it may be used for deceptive or fraudulent, or illegal
activity; or (c) your use of the Services has harmed, or our controls identify
that it might harm, other HOST, customers, or VEETHEE
VIHARAN’s legitimate interests.
We will promptly notify you of any such termination or suspension via email,
indicating the reason, except where we have reason to believe that providing
this information will hinder the investigation or prevention of deceptive,
fraudulent, or illegal activity, or will enable you to circumvent our
safeguards.
8.
Consequence of
termination
On termination of this Agreement, all related rights
and obligations under this Agreement immediately terminate, except that you
will remain responsible for performing all of your obligations in connection
with transactions entered into before termination and for any liabilities that
accrued before or as a result of termination. VEETHEE VIHARAN may request
in writing, and the User shall either, with respect to Confidential Information
to which such first User does not retain rights under the surviving provisions
of this Agreement: (i) promptly destroy all copies of such Confidential
Information in the possession of the User and confirm such destruction in
writing to VEETHEE VIHARAN; or (ii) promptly deliver to the VEETHEE VIHARAN, all copies of such Confidential Information
in the possession of the other/ third Party. Upon such termination the HOST
shall settle the dues (if any) with the company within 30 days of receipt of
communication of such termination from company’s end. The HOST undertakes not
to raise any dispute regarding the payment of dues after the expiry of said 30
days.
9. Licence
You
grant us a royalty-free, non-exclusive, worldwide right and licence for the
duration of your original and derivative intellectual property rights during
the Term and for as long thereafter as you are permitted to grant the said licence
under applicable Law to use any and all of goods or services, and to sublicense
the foregoing rights. We will not alter any of Your Trademarks from the form
provided by you (except to re-size trademarks to the extent necessary for
presentation, so long as the relative proportions of such trademarks remain the
same) and will comply with your removal requests as to specific uses of Your
Materials (provided you are unable to do so using the standard functionality
made available to you via portal); provided further, however, that nothing in
this Agreement will prevent or impair our right to use your products without
your consent to the extent that such use is allowable without a licence from
you or your Affiliates under applicable Law (e.g., fair use under copyright
law, referential use under trademark law, or valid licence from a third party).
10. Representations
Each
Party represents and warrants that: (a) if it is a business, it is duly
organized, validly existing and in good standing under the Laws of the
territory in which your business is registered and are a resident of India for
income tax purposes every financial year; (b) it has all requisite right, power
and authority to enter into this Agreement and perform its obligations and
grant the rights, licences and authorizations it grants hereunder; (c) it will
comply with all applicable Laws (including but not limited to procuring and
maintaining applicable tax registrations) in its performance of its obligations
and exercise of its rights under this Agreement; and (d) each party is not
subject to sanctions or otherwise designated on any list of prohibited or
restricted parties or owned or controlled by such a party.
11.
Indemnification
You
release us from, and agree to indemnify, defend and hold harmless us (and our
officers, directors, employees, agents and Affiliates) against, any third party
claim, loss, damage, settlement, cost, taxes, expense or other liability
(including, without limitation, advocates' fees or litigation cost) (each, a
"Claim") arising from or related to: (a) your actual or alleged
breach of any representations you have made; (b) any actual or alleged
infringement of any Intellectual Property Rights by any of the foregoing, and
any personal injury, death (to the extent the injury or death is not caused by VEETHEE
VIHARAN) or property damage related thereto; or (c) Your Taxes and duties or
the collection, payment, or failure to collect or pay Your Taxes or duties, or
the failure to meet tax registration obligations or duties; or (d) your
non-compliance with applicable laws.
12.
Disclaimer
a.
VEETHEE VIHARAN PORTAL, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS
AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE
PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE PORTAL,
THE SERVICES OR TOOL PROVIDED BY VEETHEE VIHARAN TO HELP YOU AVAIL THE SERVICES
AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY
REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT,
THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED
WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING
FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
PORTAL OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY,
SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE
INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER
INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION
OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS' LAWS DO NOT ALLOW
EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY
NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON- INFRINGEMENT OR QUIET ENJOYMENT.
b.
BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND HOST OR OTHER
PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS,
EACH OF YOU RELEASE VEETHEE VIHARAN (AND ITS AGENTS, AFFILIATES AND EMPLOYEES)
FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND
UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
13.
Limitation of Liability
WE
WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE,
PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR ANY OTHER) OR OTHERWISE)
TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY
INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR
FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF VEETHEE VIHARAN
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT
IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE
PRIOR SIX MONTH PERIOD PAID BY YOU TO VEETHEE VIHARAN IN CONNECTION WITH THE
PARTICULAR SERVICE AND THE VEETHEE VIHARAN SITE GIVING RISE TO THE CLAIM.
14.
Insurance
The
services ordered by a customer using portal of VEETHEE VIHARAN will be directly
be provided to the customer by you. However, we shall be not be responsible for
any damage or loss your property, goods, antiques etc incurred by the customer
at your premises.
The
insurance of goods/ motor vehicles like ATV/ tractors to be provided by HOST
directly to the Customers or goods like antiques, paintings, sofa, beds,
fittings and fixtures, cutlery etc which are kept at the premises of the HOST /
provided by the HOST to Customers is solely at the risk, responsibility and
discretion of the HOST. VEETHEE VIHARAN cannot be held liable for mishandling
or loss or destruction of goods or vehicles or equipments or antiques etc.
HOST
understands that customers visiting the premises are independent individuals
and are not in control of VEETHEE VIHARAN. VEETHEE VIHARAN role is limited to
the bookings undertaken through VEETHEE VIHARAN portal. The HOST undertakes
that VEETHEE VIHARAN shall not be held responsible for any indecent behaviour
or misbehaviour of customers while visiting the HOST’s premises. The HOST also
undertakes to hold VEETHEE VIHARAN harmless for any such untoward incident
which might happen between the customer and the HOST during the visit. The HOST
further acknowledges that any liability civil or criminal arising between HOST
and customers during the visit to the premises would be governed by the law of
the country and the HOST undertakes to keep VEETHEE VIHARAN harmless of such
action.
15. Tax Matters
You will comply with any applicable tax laws and
fulfill all obligations to the tax authorities in a timely and complete manner.
As between the parties, you will be responsible for
the collection and payment of any and all of Your Taxes together with the
filing of all relevant returns, such as service tax, VAT / CST, goods and
services tax, cesses or other transaction taxes, and issuing valid invoices/
credit notes/ debit notes where required. VEETHEE VIHARAN is not responsible
for collecting, remitting or reporting any service tax, VAT / CST, goods and
services tax or other taxes arising from such sale. You are solely responsible
for preparing, making and filing any tax audit report and statutory reports and
other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by
you pursuant to this Agreement are exclusive of all value added, service,
sales, use, goods and services tax and other similar taxes, and you will pay
any taxes that are imposed and payable on such amounts. If we are required by
law or by administration thereof to collect any value added, service, sales,
use, goods and services tax (TDS/TCS) or similar taxes from you, you will pay
such taxes to us or such tax would be deducted at source in case the law
permits us to do so. You will provide all necessary information including goods
and services tax registered address, registration numbers, invoice mismatch
details in a timely manner, to enable us to provide, report or correct goods
and services tax invoices. You will deduce the location of recipient, the
billing details, place of supply and applicable taxes.
If for any reason, any income tax or withholding tax
or tax collection at source or such other taxes under applicable Law are
determined to be deducted and deposited on any payments or remittances to you, VEETHEE
VIHARAN will have the right to deduct and deposit any such applicable taxes
with the appropriate regulatory authority. No claim in respect of the taxes
deposited would be made by you against VEETHEE VIHARAN
It is your responsibility as a HOST on the portal to
choose the most applicable product tax codes and assign Harmonized System of
Nomenclature / Service accounting Code applicable for your listing, such that
the correct tax rate is applied on all listings offered for sale by you. If we
determine that you are not in compliance with this section, then we may suspend
the services provided to you on the portal.
In case of any discrepancy in the reporting /
returns filed by you and VEETHEE VIHARAN, you agree that you will resolve such
discrepancy immediately and indemnify VEETHEE VIHARAN against any tax, interest
and penalty payable in this regard.
16.
Confidentiality and Personal Data
During
the course of your use of the portal, you may receive Confidential Information.
You agree that for the term of the Agreement and 3 years after termination: (a)
all Confidential Information will remain VEETHEE VIHARAN's exclusive property
except for customer personal data owned by the respective customer; (b) you
will use Confidential Information only as is reasonably necessary for your
participation in the Services and ensure that persons who have access to
Confidential Information will be made aware of and will comply with the
obligations in this provision; and (c) you will not, and will cause your
affiliates not to, directly or indirectly (including through a third party)
otherwise disclose Confidential Information to any individual, company, or
other third party, including any Affiliates, except as required to comply with
law; (d) you will take all reasonable measures to protect the Confidential
Information against any use or disclosure that is not expressly permitted in
this Agreement; and (e) you will retain Confidential Information only for so
long as its use is necessary for participation in the Services or to fulfill
your statutory obligations (e.g. tax) and in all cases will delete such
information upon termination or as soon as no longer required for the
fulfilment of statutory obligations. The foregoing sentence does not
restrict your right to share Confidential Information with a governmental
entity that has jurisdiction over you, provided that you limit the disclosure
to the minimum necessary and explicitly indicate the confidential nature of the
shared information to the governmental entity. You may not issue any press
release or make any public statement related to the Services, or use our name,
trademarks or logo in any way (including in promotional material) without our
advance written permission, or misrepresent or embellish the relationship
between us in any way. You shall not use our name, trademarks, or logos in any
way (including in promotional material) without our advance written permission.
You
may not use any customer personal data (including contact information) for any
purpose other than fulfilling orders or providing customer service in
connection with a Service. Generally, you may not use such data in any way
inconsistent with applicable law. You must keep customer personal data
confidential at all time (the above 3 years’ term limit does not apply to
customer personal data).
17.
Force
Majeure
We
will not be liable for any delay or failure to perform any of our obligations
under this Agreement by reasons, events or other matters beyond our reasonable
control like any act of god, floods, earthquake, Covid pandemic.
18.
Relationship
of Parties
You
and we are independent contractors acting on Principal to Principal basis, and
nothing in this Agreement will be construed to create a partnership, joint
venture, association of persons, agency, franchise, sales representative, or
employment relationship between the parties. VEETHEE VIHARAN is not an
auctioneer, neither is it an intermediary between the customer and the HOST.
You will have no authority to make or accept any offers or representations on
our behalf. You will not make any statement, whether on your site or otherwise,
that would contradict anything in this section. This Agreement will not create
an exclusive relationship between you and us.
19.
Modification
We
will provide at least 15 days’ advance notice in accordance with for changes to
the Agreement.
However,
we may change or modify the Agreement at any time with immediate effect (a) for
legal, regulatory, fraud and abuse prevention, or security reasons; (b) to
change existing features or add additional features to the Services (where this
does not materially adversely affect your use of the Services); or (c) to restrict
products or activities that we deem unsafe, inappropriate, or offensive. We
will notify you about any change or modification at least 7 days in advance.
Your
continued use of the Services after the effective date of any change to this
Agreement in accordance with this Section will constitute your acceptance of
that change. If any change is unacceptable to you, you agree to report that
about your non consent on that clause/ section/ terms of agreement.
20.
Password
Security
You
are solely responsible for maintaining the security of your password. You may
not disclose your password to any third party (other than third parties
authorized by you to use Your Account in accordance with this Agreement) and
are solely responsible for any use of or action taken under your password. If
your password is compromised, you must immediately change your password. You
shall comply by the Code Of Conduct attached as a part of this agreement.
21.
Compliances under other laws – The host shall comply with the provisions
with all the laws of the country including but not limited to FSSAI, food
licenses etc and any other permissions which the host is liable to take from
any governmental authority or body for running its business. The Host would be
solely liable for consequences which may arise on account of non taking of
permission or permit by the government. VEETHEE VIHARAN has no role to play in
taking the permissions which the Host is liable to take under any law. The Host
undertakes to indemnify EATIND for any losses which may arise due to such
failure.
22. Miscellaneous
This Agreement will be governed by the laws of India. Any
dispute or claim of any nature relating in any way to your use of any Services
covered under this Agreement will be adjudicated through arbitration, by a sole
arbitrator to be appointed with the consent of VEETHEE VIHARAN and the HOST.
The arbitral proceedings shall be conducted in accordance with the provisions
of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory
amendments thereof (“Arbitration Act”). The arbitration proceedings will be
conducted in English and the seat or venue of the arbitral proceedings shall be
Lucknow (U.P), India. Each party agrees that courts in Lucknow will have the
sole and exclusive jurisdiction over all arbitral applications.
This Agreement shall be governed by and construed in accordance
with the laws of India. The adjudication of any dispute will be the exclusive
jurisdiction of the courts of Lucknow.
You shall not transfer or assign all or any portion of this
Agreement, by operation of law or otherwise, without our prior written consent
of VEETHEE VIHARAN. Any attempt to assign or otherwise transfer in violation of
this section is void provided, however, that upon notice to VEETHEE VIHARAN,
you may assign or transfer this Agreement, in whole or in part, to any of your
Affiliates as long as you remain liable for your obligations that arose prior
to the effective date of the assignment or transfer under this Agreement. The
HOST shall also inform the company about change in the constitution of its
business within 30 days of such change.
You agree that we may assign or transfer our rights and
obligations under this Agreement: (a) in connection with a merger,
consolidation, acquisition or sale of all or substantially all of our assets or
similar transaction; or (b) to any Affiliate or as part of a corporate
reorganization; and effective upon such assignment, the assignee is deemed
substituted for VEETHEE VIHARAN as the party to this Agreement. Subject to that
restriction, this Agreement will be binding on and be enforceable against the
parties and their respective successors and assigns. We may perform any of our
obligations or exercise any of our rights under this Agreement through one or
more of our Affiliates. Our failure to enforce your strict performance of any
provision of this Agreement will not constitute a waiver of our right to
enforce such provision or any other provision of this Agreement subsequently.
VEETHEE VIHARAN retains the right to immediately halt any
transaction, prevent or restrict access to the Services or take any other
action to restrict access to or availability of any inaccurate listing, any
inappropriately categorized items, any unlawful items, or any items otherwise
prohibited by VEETHEE VIHARAN in accordance with this agreement, Code of
Conduct and Annexure “Other terms and conditions” which forms part and parcel
of this agreement.
The authentic language of this Agreement and subsidiary or
associated documentation shall be English and any translations provided are for
convenience only. In the event of any conflict or difference in interpretation
between the English language version of this Agreement and subsidiary or
associated documentation and any translation of them, the English language
version and interpretation shall prevail.
You agree that we may, in our sole discretion, disclose or make
available any information provided or submitted by you or related to your
participation under this Agreement (including information regarding your
Products or your transactions) to any judicial, quasi-judicial, governmental,
regulatory or any other authority as may be required by us to co-operate and /
or comply with any of their orders, instructions or directions or to fulfil any
requirements under applicable Laws.
If any provision of this Agreement is deemed unlawful, void, or
for any reason unenforceable, then that provision will be deemed severable from
these terms and conditions and will not affect the validity and enforceability
of any remaining provisions.