Wagr legal documents
PLEASE READ THIS STATEMENT CAREFULLY BEFORE USING “WAGR DEVICE”. YOUR USE OF THIS DEVICE SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS WAGR DEVICE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS OF WAGR DEVICE AGREEMENT, DO NOT USE THE DEVICE AND/OR DO NOT SUBSCRIBE TO THE SERVICE.
The Wagr Device Agreement (“Agreement”) is entered into by and between MobiusWorks Private Limited (hereinafter referred to as “Company”) and the Costumer (herein after referred to as “User”). This Agreement governs the terms and conditions of the User’s use of the Wagr Device (“Device”).
The Company is engaged in business of selling electronic devices and has developed a device for pets (hereinafter referred to “Device”).
The User is the end consumer and/or the customer of the Company who is using the Service for personal use on the Pet (not including commercial use).
The Parties are desirous to enter into this Agreement.
In consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, the Parties hereby enter into this Agreement on the terms and conditions contained herein.
By using the Device, the User acknowledge that the User have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement and any new, different, or additional terms or conditions that the Company may establish from time to time at its sole discretion.
1. DEFINITIONS AND INTERPRETATION
The Parties (namely MobiusWorks Private Limited and the User) to this Agreement hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Agreement shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Agreement may be identified by the capitalization of the first letter of each principal word thereof:
“Device Reports” shall include any and all information that made available to the User through WAGR application arising out of, in connection with or in relation to the Device
“Force Majeure” shall include any and all acts, events, omissions or accidents beyond reasonable control, including strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
“Manufacturing Defect” shall be mean any deviation from the intended design of the Device more specifically described in Annexure A.
“Pet/s” shall mean and include any animal that is dependent on the User financially, operationally and/or in any other way, either in whole or in part, and been subject to the Device at the User’s discretion, either solely and jointly with other Users.
“Purchase Date” shall be the date of purchase of the Device and shall be the date on which the payment for the Device of the User is successfully processed.
“Third-Party Partners” shall include any and all persons, body corporates and/or entities with whom the Company has entered into a contract with any and all matters which are connected to the Service either directly or indirectly.
“Real Time Information” shall mean any and all raw data procured by the Device.
“User” shall mean any legal natural person using the device, service, website and/or App provided by the Company.
“Warranty Claim” shall have the meaning ascribed to it in Clause 5.2.
1.2. General Interpretation
In this Agreement, except that the context otherwise requires:
1.2.1. References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statute, ordinance or other Law;
1.2.2 References to Clauses, are reference to clauses in this Agreement unless the context requires otherwise and the recitals to this Agreement shall always be deemed to form part of this Agreement;
1.2.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement ;
1.2.4. The masculine gender includes the feminine gender as well as the neuter.
2. DESCRIPTION OF THE DEVICE AND SERVICES
Through the Device and the corresponding mobile application, the Company is providing the User with <insert description of the services of Wagr>.
3. EFFECTIVE DATE:
The Effective Date of this Agreement shall be the Purchase Date.
4. GENERAL CONDITIONS, COVENANTS, REPRESENTATIONS, WARRANTIES AND DECLARATIONS
4.1. The User acknowledges, affirms and agrees that theDevice shall function with the help of third party network service providers for certain features such as geolocation. Thus, the functionality of the Device depends on the signal strength, bandwidth and other external factors relating to such third party service providers. The Device may not operate in fullest possible manner at instance of certain actions and omissions from such third-party service providers. The Company specifically disclaims any and all implied or express representations, warranties, declarations and covenants in relation to such third party service providers.
4.2. Other than at the instance of a Manufacturing Defect, the Company does not make any implied or express covenant in relation to the uninterrupted functioning of the Device as well as it being error free.
4.3. The User acknowledges, affirms and agrees that the Device Results are dependent on real Time Information which are collected in a variable environment and thus may not be accurate at all instances. The Company specifically disclaims any and all implied or express representations, warranties, declarations and covenants in relation to any and all Device Results.
4.5. Notwithstanding anything contained herein, the Company does not warrant for the functioning of the Device to meet the any expectation and/or criteria which have not been specifically laid herein in this Agreement.
4.6. Notwithstanding anything contained herein, the Company specifically disclaims any implied representations, warranties, declarations and covenants in relation to the Device and any functionality thereof.
4.7. The User shall take no steps in attempting to reverse engineer the Device and/or any associated technologies thereto. The User understands that the Company is induced to enter into a transaction with the User to deliver the Device on the basis of, inter alia mentioned in this Agreement or otherwise, the declaration made in this Clause 4.7 by the User.
4.8. The Company represents that to the best of its knowledge the Device does not infringe on any rights, title or interest of any third party.
4.9. Subject to Clause 5, the Company warrants that the Device will perform in accordance with the specifications provided by the Company to the User more specifically described in Annexure A.
4.10. Subject to applicable law, the User specifically disclaims any and all rights under this contract or law for direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Device; (ii) unauthorized access to or alteration of User’s transmissions or data; (iii) statements or conduct of any third party on the Device and the corresponding services; (iv) or any other matter relating to the Device and the corresponding services not specifically laid down herein (v) any Manufacturing Defect, as against the Company.
5. DEVICE WARRANTY
5.1. The Company extends a limited, revocable, non-transferable warranty for a period of one year from the Purchase Date in relation to the Device (“Device Warranty”) in relation to any Manufacturing Defect.
5.2. At the instance the User wants to assert the Device Warranty, he needs to communicate to the Company in writing (“Warranty Claim”). For clarification of doubt, all Manufacturing Defects shall be deemed to have arisen as on the date of any Warranty Claim.
5.3. In the event of a Warranty Claim, the Company shall have the option to fix or replace the Device. In the event that the Company fails to fix or replace the Device within a reasonable period, the User’s sole recourse shall be to terminate the Agreement. In no event shall the Company be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Clause.
5.4. Notwithstanding anything contained herein, the Device Warranty shall become void and/or inapplicable at the following instances:
5.4.1. If the User enters into any insurance/warranty agreement with any third party in relation to the Device without the consent of the Company.
5.4.2. In case of any damage caused to the Device which does not directly arise from a Manufacturing Defect.
5.4.3. Any deviation in the Device which is not the subject matter of the specifications mentioned in Annexure A.
5.4.4. In case of any breakage, damage or dismemberment of the Device and/or disruption of the corresponding services of the Company due to any direct and/or indirect actions and/or omissions of the User and/or its Pet.
5.4.5. Any defects and/or deficiency of service caused by any third party as envisaged under Clause 4.1 of this Agreement.
5.4.6. In case of the Force Majeure event.
5.5. For clarification of doubt, the Device Warranty is limited to any Manufacturing Defects and the User is not entitled and specifically disclaims to any other warranties, express or implied, that may arise either by agreement between the parties or by operation of law as against the Company.
6. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, OR THEIR RESPECTIVE PARENTS, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE DEVICE, AND IN NO EVENT SHALL COMPANY’S LIABILITY TO THE CUSTOMER FOR ALL DAMAGES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL COMPANY BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO THE USER IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY EXTERNAL SITES LINKED FROM THE APP. COMPANY IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY FOR, THE LOSS OF OR DAMAGE TO THE USER’S CONTENT AND DOCUMENTS INCLUDING ANY LOSS OR DAMAGE RESULTING FROM NON-FUNCTIONALITY OF THE DEVICE AND/OR THE SUSPENSION OR TERMINATION OF THE LICENSED APP OR THIS AGREEMENT.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, THE LIABILITY OF COMPANY TO THE USER (ALONG WITH ITS PERMITTED ASSIGNS, AGENTS, EMPLOYEES, HEIRS, SUCCESSORS AND/OR AUTHORISED REPRESENTATIVES) SHALL NOT BE MORE THAN TOTAL COST OF THE DEVICE, INTEREST FREE, RECEIVED FROM THE USER UNDER THIS AGREEMENT AT ANY GIVEN INSTANCE.
Refer for the other Legal Documentation of the Company provided for in the App and/or the Website link- www.wagr.in/legal.
8. CANCELLATION OR TERMINATION.
8.1. The Company may, at any time, terminate this Device Agreement or disable or take down any information displayed at the instance of a breach of any and all obligations by the User under this Agreement and/or any other legal documentation that is entered into by and between the Company and the User.
8.2. The Company reserves the right to immediately terminate this Device Agreement without prior notice if the User’s use of the Device results in, or is the subject of, legal action or threatened or proposed legal action, against the Company or any of its affiliates, without consideration of whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit.
8.3. At the instance of termination of this Agreement by the Company in accordance with this Clause 8, the corresponding Device Warranty shall stand lapsed as on the date of such termination.
9.1. The User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
9.1.1. any misrepresentation by the User to the Indemnified Parties,
9.1.2. any misrepresentation of the User to any Third Party, with respect to the Indemnified Parties,
9.1.3. any direct, incidental and consequential losses suffered by the Company due to any of the actions carried out by the End User with the Device or otherwise.
9.2. The right of indemnification under this Clause 9 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, applicable law, and/or equity.
10. JURISDICTION AND DISPUTES
10.1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.
10.2. Subject to Clause 10.3 below, this Agreement shall be subject to the jurisdiction of the courts in Bangalore, India.
10.3. Any action, Dispute or difference arising under or relating to this Agreement (“Dispute”) shall at the first instance be resolved through good faith negotiations between the Parties hereto, which negotiations shall begin promptly, within 15 (fifteen) days after a Party has delivered to the other Party a written request for such consultation. If the Parties are unable to resolve the Dispute in question within 15 (fifteen) days of the commencement of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.
10.4. The seat as well as the venue of arbitration at all times shall be Bangalore, India.
10.5. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
10.6. The arbitration shall be conducted by a tribunal of 3 (three) arbitrators. The Parties agree that the User shall appoint 1 (one) arbitrator, the Company shall appoint 1 (one) arbitrator and the arbitrators so appointed shall appoint the third arbitrator.
10.7. The arbitral tribunal will have the power to grant any remedy or relief that they deem just and equitable, including but not limited to injunctive relief, whether interim and/or final.
10.8. The arbitration award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
10.9. The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
10.10. When any Dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.
11. AMENDMENTS AND WAIVER
Any provision of this Agreement may be amended or waived. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.
12. INDEPENDENT CONTRACTORS
The Company and User are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
If any provision hereof is held invalid or unenforceable by any court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
14. ENTIRE AGREEMENT
15. CONTACT US
Anything pertaining to this Device agreement, please contact our grievance redressal officer by sending an e-mail to email@example.com.