Wagr legal documents
By accessing, downloading, installing the App, and using the Services, the User represent to the Company that the User is competent to enter into a contract (i.e. User is a major according to Applicable Law, of sound mind and not disqualified from entering into a contract under the Applicable Law) and User have read this Agreement, understand it and agree to be bound by its Terms. Please review the Agreement carefully before accessing, downloading and installation.
The Company reserves the right to update and change this Agreement from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Company’s sole discretion. Continued use of the App and/or Services after any such changes shall constitute the User’s consent to such changes.
“Applicable Law” shall mean any law, statute, order, decree, rule, injunction, license, permit, consent, approval, agreement and/or regulation of any government authority, and/or other legislative or administrative action of a government authority, and/or a final decree, judgment or order of a court which relates to and/or shall be rendered applicable, directly or indirectly, to the provisions of this Agreement, and/or the Company.
“Modules” shall include any and all features, attributes and user journeys which the User experiences on the App.
“Dispute” shall have the meaning ascribed to it in Clause 15.3.
“User” shall mean any legal natural person using the device, service, and/or App provided by the Company.
“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.
The Company hereby grants to the User, for the term of this Agreement, a non-exclusive, non-assignable, right and license to use the App and/or Services for the duration of time (hereinafter referred to as the “License Period”). The Company will place the App and/or Services and all the associated technologies on its own standalone cloud servers.
In consideration for the licenses granted hereunder and any and all services ancillary thereto, the User agrees to pay post a subscription fee as laid down by the Company. For clarification of doubt, the cost of the Device is independent and over and above the subscription fee herein.
4. RIGHTS OF THE COMPANY
4.1. Notwithstanding anything contained herein, the Company retains all rights in relation to the App and/or Services not specifically granted to User herein. For clarification of doubt, nothing in this Agreement for the time being in force shall preclude any and all rights of the Company, which may vest on it, either directly and/or indirectly, under any other contract, applicable law and/or equity.
4.2. The Company reserves the right in its sole discretion to apply any hard limits on any specific attribute or resource on the App and/or Services at any given time without notice in order to prevent degradation of the services provided under this Agreement, or in case of any breach or violation or threatened breach or violation of this Agreement, or in case the Company learns of a possibility of breach or violation of this Agreement which the Company in its sole discretion determines to be appropriate, or to protect the integrity and stability of the App and/or Services and the services associated thereto, or to avoid any liability, civil or criminal, on the part of the Company, or for any other appropriate reason. For clarificatory purposes, it is hereby stated that the User understands, affirms, acknowledges, appreciates and agrees that the Company, is not liable for loss or damages that may result from any of the above.
4.3. The Company reserves the right to discontinue any and all Modules provided to the User under this License for any reason whatsoever. The User affirms, acknowledges, understands, and agrees that nothing in this Agreement expresses and/or implies in any manner whatsoever, any guarantee and/or warranty in relation to any of the modules made available herein.
4.4. Any coupons and promotions provided by the Company are only for limited period of time. Notwithstanding anything contained herein, none of the promotional offers are binding on the Company at any point of time and can be withdrawn with or without providing sufficient cause.
4.5.The Company periodically provides updates, in relation to the App and/or Services. User shall obtain updates only from the Company, and the Company may need to update the User’s device to provide it with those updates. By accepting this Agreement, the User specifically agrees to receive these types of automatic updates without any additional notice. All the terms of this Agreement shall be applicable mutatis mutandis to such updating patches provided by the Company.
4.6.The Company reserves the right to amend, change, upgrade and/or downgrade any and all of the aspects of the App and/or Services and/or the associated services at any point of time for any reason whatsoever.
5. LIMITATION OF LIABILITY
5.1. 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 LICENSED APP, 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 VENDOR GROUP 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 THE SUSPENSION OR TERMINATION OF THE LICENSED APP OR THIS AGREEMENT.
5.3. THE USER IS RESPONSIBLE FOR MAINTAINING THE SECURITY, INTEGRITY, HEALTH AND BACKUPS OF USER’S DATABASE. COMPANY CANNOT AND WOULD NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF THE USER’S DATA FROM THE USER’S FAILURE TO COMPLY WITH THIS OBLIGATION.
6. GENERAL CONDITIONS, REPRESENTATIONS AND WARRANTIES
6.1. Subject to applicable law, the Company do not warrant the security features adopted to the App and/or device and the User agrees to the consequence arising out of such security compromise.
6.2. The Company do not guarantee the functioning of certain features including but not limited to location services, activity services of the product at the time of device update and/or software update of the App
6.3. The Company shall not warrant for the functioning of the App and/or device services to meet the expectation of any and all User.
6.4. The Company does not warrant the accuracy of the information and/or suggestions provided by the application including but not limited to vets, services, pet boarders, grooming places and every other Pet related service, reliability on the such information/suggestions shall be at the risk of the user.
6.5. The Company does not warrant the accuracy of the information and/or report provided by including but not limited to the Wagr analysis feature, reliability on the feature shall be at the risk of the user.
6.6. The User shall take no steps in attempting to reverse engineer the App and/or Services and/or any associated technologies thereto.
6.7. The Company further represents and warrants that it has no actual knowledge that the App and/or Services infringes any valid rights of any third party.
6.8. The Company warrants that the App and/or Services will perform in accordance with the specifications provided by the Company to the User.
6.9. The User understands, affirms, acknowledges and appreciates that the Company has applied reasonable practices and procedures as may be required by Applicable Law, including but not limited to the provisions of the Information Technology Act, 2000 from the protection of any and all sensitive information that is made available by the User in the due course of this Agreement and that the liability of the Company shall be limited to ensuring the said security measures remain in place at all times during the course of this Agreement.
6.10. The User expressly understands and agrees that the Company shall not be liable for any 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 App and/or Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the App and/or Services; (iii) unauthorized access to or alteration of User’s transmissions or data; (iv) statements or conduct of any third party on the App and/or Services; (v) or any other matter relating to the App and/or Services not specifically laid down herein.
6.11. The User understands, affirms, acknowledges and appreciates that there are third party data processors that make available server space for storage of the information shared by the User and are responsible for maintaining the security, integrity, health and backups of User’s database. The Company cannot and would not be liable for any loss or damage from any breach caused directly by any act/omission of such third party data processor.
6.12. Notwithstanding anything contained herein, the Company reserves the right to initiate any action and/or claim against the User in any manner whatsoever in relation to any actual and/or prospective losses incurred in relation to the Modules provided under this Agreement.
6.13. In the event of a claim by the User under this warranty, the Company shall have the option to update the App and/or Services. In the event that the Company fails to update the App and/or Services 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 Agreement.
6.14. The User specifically represents and warrants that the online environment used, either on premise or on cloud systems, by it to operate the App and/or Services (including but not limited to the Operating System, the plugins and/or such other ancillary software) do not violate any Applicable Law and/or any other third-party license agreements.
6.15. The User specifically covenants for perpetuity (even post the termination of this Agreement for any reason whatsoever), not to disparage or defame the Company in any respect or to make any derogatory comments, whether written or oral, regarding the Company or its current, former and/or future products (including but not limited to App and/or Services) and/or their associated services, along with any and all of the Company’s officers, directors, employees, attorneys, agents, or contracting parties, or the Company’s business or operations.
7. SERVICE LEVEL CLAUSES
Any and all ancillary services provided in relation to the App and/or Services shall be subject to following clauses:
7.1. The Company shall provide all the ancillary services using commercially best efforts.
7.2. The User reserves the absolute right in its sole discretion to approve or reject any and all of the Company’s recommendations, programs, strategies, and proposals, and portions thereof.
8.1. The User can pay by credit card, debit card, net banking and/or any other Reserve Bank of India approved payment method at the time of making such payment which is made available by the Company. The User understands, accepts, acknowledges and agrees that the payment facility provided by the Company is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, receiving payment for the transactions on the App and/or Services using the existing authorized banking infrastructure and credit card payment gateway networks. Further, by providing payment facility, the Company is neither acting as trustees nor acting in a fiduciary capacity in any manner whatsoever.
8.2. The User agrees, affirms, acknowledges and understands to pay the Company the total amount for the any of license/service made available/provided, either directly and/or indirectly, in relation to the App and/or Services. The Company will collect the total amount in accordance with these Terms and the pricing terms as applicable in that particular transaction along with applicable taxes.
8.3. The User agrees, affirms, acknowledges and understands that the Company cannot control any amount that may be charged to the User by its respective bank related to the collection of the total amount owed to the Company, and the Company disclaims all liability in this regard.
8.4. In connection with any payments in relation to any and all matters dealt with under these Terms, the User will be asked to provide customary billing information such as name, billing address and credit card information either to the Company or the Company’s third party payment processor.
8.5. The User hereby authorizes the collection of such amounts by charging the credit card/debit card provided, either directly by the Company or indirectly, via a third party online payment processor.
9. INTELLECTUAL PROPERTY
9.1 Although the User is entitled to use App and/or Services and the associated services, in whole or in part, all Intellectual Property thereon shall vest with the Company and shall also constitute the Company’s Confidential Information.
9.2. Notwithstanding anything contained herein, the Company extends a geo-restricted, non-transferable, revocable license to the User to use the App and/or Services solely for the purposes mentioned herein.
9.3. Notwithstanding anything contained herein, the Company reserves the right to take appropriate action against the User for direct, indirect, incidental and/or consequential infringement of Intellectual Property, the Company shall take appropriate action against the User, which shall include but not limited to the rights specifically laid down under the Indian Copyrights Act, 1957.
10. THIRD PARTY SERVICES
10.1. The User understands, agrees, affirms and acknowledges that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the App and/or Services, including but not limited to third party cellular network companies. It is hereby clarified that the Company shall not be liable for any action/inaction and/or otherwise deficiency of service from such third-party vendors and hosting partners.
10.2. At the instance, the User uses any third-party services in relation to any and all Modules of App and/or Services made available through this Agreement or otherwise, the Company shall not be liable to fulfil any and all obligations under this Agreement.
11. RESTRICTIVE USE ON THE USER
11.1. The User specifically covenants that, he shall not modify, adapt, hack or otherwise decompile the App and/or Services.
11.2. The User covenants that it shall not reproduce, duplicate, copy, sell, resell or exploit any portion of the App and/or Services, use of the App and/or Services, or access to the App and/or Services without the express written permission by the Company.
11.3. Notwithstanding anything contained herein, the User is specifically forbidden from using the App and/or Services for any commercial purpose if not specifically allowed in writing by the Company.
11.4. The User shall not reverse engineer, attempt to decompile or disassemble the technologies exposed to it by the Company;
11.5. The User shall not allow any unauthorised third parties to access, use or support the App and/or Services.
11.6. Notwithstanding anything contained herein, the User shall not use the Device, the App and/or Services for any other animal other than the Pet.
11.7. Notwithstanding anything contained herein, the User shall not integrate the App with any third party devices without the written consent of the Company
11.8. Notwithstanding anything contained herein, the User shall not integrate third-party applications to work with the App without the written consent of the Company.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
12.2. The User’s Right to Terminate. The User shall have the right to terminate this Agreement at any time by discontinuing the use of the App and/or Services.
13. POST TERMINATION RIGHTS
13.1. Upon the expiration or termination of this Agreement, all rights granted to the User under this Agreement shall forthwith terminate and immediately revert to the Company and the User shall discontinue all use of the App and/or Services.
13.2. Upon expiration or termination of this Agreement, the Company may require that the User transmit to the Company, at no cost, all material relating to the App and/or Services, provided, however, that the User shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this Agreement.
The User agrees to defend ,indemnify, and hold the Company, and its officers, directors, agents and employees harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against the Company based on a breach by the User of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on the User’s erroneous and or mala fide use of the App and/or Services.
15. JURISDICTION AND DISPUTES
15.1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.
15.2. Subject to Clause 15.3 below, this Agreement shall be subject to the jurisdiction of the courts in Bangalore, India.
15.3. 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.
15.4. The seat as well as the venue of arbitration at all times shall be Bangalore, India.
15.5. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
15.6. 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.
15.7. 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.
15.8. The arbitration award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
15.9. 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).
15.10. 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.
If any provision hereof is held invalid or unenforceable by a 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.
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