ServiceAgreement - 2024 07 18 1
ServiceAgreement - 2024 07 18 1
ServiceAgreement - 2024 07 18 1
This Master Service Agreement (“Agreement”) constitutes a legal agreement between Platform Owner
and Platform User.
Please read this Master Service Agreement carefully before using our "Website" and mobile
applications ("App"). This Website and App are owned, registered and operated by “Platform Owner”.
By using this Platform, the “Platform User” of the Website or App agrees to be bound by the terms
and conditions of this Agreement.
Platform Owner is engaged in the business of providing Software Services via Subscription model for
Feet Management Services"Services".
Platform User is desirous of availing abovementioned Service from the Platform Owner.
Platform Owner and the Platform User shall hereinafter collectively be referred to as “Parties” and
individually as “Party”.
In order to use Services of Platform Owner, Platform User must agree to the terms and conditions that
are set forth below. Upon Platform User’s execution (electronic or otherwise) of this Agreement,
Platform Owner and Platform User shall be bound by the terms and conditions set forth herein.
1. Definitions:
1.1. “Agreement” means this Master Service Agreement and any Annexures hereto, whether
attached or incorporated by reference;
1.2. “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment,
notification, rule of common law, order, decree, bye-law, government approval, directive,
guideline, requirement or other governmental restriction, or any similar form of decision of,
or determination by, or any interpretation, policy or administration, having the force of law of
any of the foregoing, by any Authority having jurisdiction over the matter in question that are
applicable to a particular Party’s performance under this Agreement, whether in effect as of
the date of this Agreement or thereafter;
1.3. “Authority” shall mean any national, state, provincial, local or similar government,
governmental, regulatory or administrative authority, branch, agency, any statutory body or
commission or any non-governmental regulatory or administrative authority, body or other
organization to the extent that the rules, regulations and standards, requirements, procedures
or orders of such authority, body or other organization that have the force of Applicable Law
or any court, tribunal, arbitral or judicial body;
1.4. “Platform” The Platform is a medium through which Services of Platform Owner shall be
streamed directly to its Platform Users via App or Website. This App and the Website shall be
individually or jointly referred to as the “Platform”.
1.5. “Intellectual Property” shall mean any and all trademarks and services marks (whether or not
registered), copyrights, design rights (whether or not registered), moral rights, patents,
performance rights, database rights, internet, WAP and other new media rights, names, logos
and codes, publicity rights, and any and all other intellectual property and proprietary rights
of any nature whatsoever that subsist, or may subsist, or be capable of registration, in any
jurisdiction in the Territory.
1.6. “Confidential Information” means, with respect to each Party, any information or trade
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secrets, schedules, business plans including, without limitation, commercial information,
financial projections, client information, administrative and/or organizational matters of a
confidential/secret nature in whatever form which is acquired by, or disclosed to, the other
Party pursuant to this Agreement, but excluding information which at the time it is so acquired
or disclosed, is already in the public domain or becomes so other than by reason of any breach
or non-performance by the other Party of any of the provisions of this Agreement and includes
any tangible or intangible non-public information that is marked or otherwise designated as
‘confidential’, ‘proprietary’, ‘restricted’, or with a similar designation by the disclosing Party
at the time of its disclosure to the other Party, or is otherwise reasonably understood to be
confidential by the circumstances surrounding its disclosure;
1.7. “Force Majeure Event” means an act of God, war, civil disturbance, strike, lockout, act of
terrorism, flood, fire, epidemics, pandemics or outbreak of communicable disease;
quarantines; national or regional emergencies; explosion or legislation or restriction by any
government or other authority, or any other similar circumstance beyond the control of any
Party, which has the effect of wholly or partially suspending the obligations hereunder, of the
Party concerned during the continuance and to the extent of such prevention, interruption or
hindrance;
2. Operation of Platform
The parties agree that the Platform User is solely responsible for the use and functionality of the
Platform from end use perspective. The role of Platform Owner is only to provide the Platform
and the Services. To the external world, Platform User cannot be seen as fiduciary, business or
legal advisor, or co-venture but as a customer.
3.1. Term. This Agreement shall commence on the date that the Agreement is executed by
Platform User (electronically or otherwise) and shall continue as set forth herein.
3.2. Termination. Either Party shall have the right to terminate this Agreement by giving written
notice of 30 days to the other in the event that: (a)the other Party has committed a material
breach of any of its obligations hereunder which cannot be remedied; (b)the other Party has
committed a material or repeated breach of any of its obligations hereunder and has failed to
remedy such breach (if the same is capable of remedy) within 15 (Fifteen) days of being
required by written notice so to do.
3.3. Effect of Termination. Upon termination of this Agreement, any rights or authority granted
by either Party to the other Party shall terminate with immediate effect and all payments
accrued before or on the effective date of termination shall become immediately due and
payable. The accrued rights of the Parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly surviving termination,
shall not be affected or prejudiced in any manner.
4.1. Intellectual Property of Platform Owner - Platform Owner is the exclusive owner of the
Platform and all of the intellectual property rights associated with the Platform, including
software, copyrights and optimisation of platform for improved customer experience
involving big data, ML & AI use and analytics, even if Platform Owner incorporates into the
Platform suggestions made by users.
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4.2. The Platform User acknowledges that the Intellectual Property rights in all the deliverables
that have been developed and provided to the Platform User by the Platform Owner while
rendering Services, shall vest with Platform Owner only.
5.1. Platform Owner and Platform User shall at all times and at its own expense (a) strictly comply
with all Applicable Laws, now or hereafter in effect, relating to its performance of this
Agreement; (b) pay all fees and other charges required by such Applicable Laws; and (c)
maintain in full force and effect all licenses, permits, authorizations, registrations and
qualification from any Authority to the extent necessary to perform its obligations hereunder.
5.2. The Platform User hereby agrees and acknowledges that he/she/it shall (either
himself/herself/itself or through his/her/its suppliers) be responsible for all warranties
(whether express or implied) and aftersales services relating to the Products, to the maximum
extent permissible under Applicable Laws.
6.1. Each Party may be given access to Confidential Information from the other Party in order to
perform its obligations under this agreement. The Party that receives Confidential
Information shall be known as “Receiving Party”. The Party that discloses Confidential
Information shall be known as “Disclosing Party”.
6.2. The Receiving Party acknowledges that the Confidential Information is received on a
confidential basis, and that the Disclosing Party shall remain the exclusive owner of its
Confidential Information and of Intellectual Property rights contained therein. No license or
conveyance of any such rights to the Receiving Party is granted or implied under this
Agreement.
7. Indemnification
Platform User shall indemnify and hold harmless the Platform Owner from liabilities, third party
claims, costs, damages or expenses including legal costs, which may be incurred due to claims
arising from or related to: (a) a breach of the terms of this agreement and/or its personnel; (b)
gross negligence, misrepresentation or wilful misconduct by partner or their personnel; or (c) a
violation of any applicable law by partner or their personnel.
8. Limitation of Liability
Under no circumstances shall the Platform Owner be liable to the Platform User in any amount
for special, incidental, consequential, or indirect damages, loss of goodwill, work stoppage, or
exemplary or punitive damages.
9. Force Majeure
9.1. Neither Party shall be liable for any failure or delay in performance of any obligation, under
this Agreement to the extent that such failure or delay is due to a Force Majeure Event. The
Party having any such cause shall promptly notify the other Party in writing of the nature of
such cause and the expected delay.
9.2. If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure
Event as a result of which that Party is prevented from performing its obligation for more
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than 30 (Thirty) days due to such Force Majeure Event (“Aggrieved Party”), the other Party
may decide to release the Aggrieved Party from performing its obligation hereunder or may
modify the relevant provisions of this Agreement affected by the Force Majeure event so
long as the Force Majeure Event continues, in order to enable the Aggrieved Party to perform
its other obligations hereunder as so modified.
10.1. Entire Agreement: This Agreement, the Annexures and recitals hereto (which are hereby
expressly incorporated herein by reference) constitutes the entire understanding between the
Parties and supersedes all other discussions and understanding between the Parties.
10.2. Assignment: Platform Owner may assign its rights or obligations under this Agreement
without the prior written consent of the Platform User.
10.3. Amendments and Waivers: Platform Owner may amend, modify or waive of any
provision of this Agreement without any written consent from Platform user.
10.4. Severability: The invalidity or unenforceability of any provision in this Agreement shall in
no way affect the validity or enforceability of any other provision herein. In the event of the
invalidity or unenforceability of any provision of this Agreement, the Parties will
immediately negotiate in good faith to replace such a provision with another, which is not
prohibited or unenforceable and has, as far as possible, the same legal and commercial effect
as that which it replaces.
This Agreement shall be governed by the laws of India and subject to the dispute resolution
provided for herein below, the courts of New Delhi shall have exclusive jurisdiction to
determine any disputes arising out of, under, or in relation, to the provisions of this
Agreement.
a. In the event of any dispute arising out of, under, or in relation to, the terms and conditions
of this Agreement, the Parties agree to submit such dispute to arbitration.
b. Such arbitration shall be in accordance with the rules framed under the provisions of the
Arbitration and Conciliation Act, 1996 (and amendment thereof) and shall be held in
Delhi. All proceedings of such arbitration shall be in the English language.
c. The Tribunal shall consist of a sole arbitrator agreed to by both Parties. In the event the
Parties are unable to agree on who the sole arbitrator will be, the dispute shall be finally
settled by a sole arbitrator, appointed pursuant to Section 11 of the Arbitration and
Conciliation Act, 1996 (and amendment thereof). The language of the arbitration shall
be English.
d. The arbitral awards rendered shall be final and binding and shall not be subject to any
form of appeal. The successful Party may seek to enforce the award in an appropriate
jurisdiction, including India.
e. Each Party shall bear their own costs and expenses, incurred in connection with the
arbitration proceedings.
f. Nothing herein shall preclude either Party from seeking interim or permanent equitable
or injunctive relief, or both, from any court having jurisdiction to grant the same. The
pursuit of equitable or injunctive relief shall not be a waiver of the right of the Parties to
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pursue any remedy for monetary damages through the arbitration.
10.6. Survival: The provisions which are by their nature, intended to survive the termination of
this Agreement, shall survive the termination of this Agreement.
10.7. Conflict: In the event of any conflict between the terms of this Agreement and any other
agreement executed between the Parties, the terms of this Agreement shall prevail.
By clicking “I accept”, or “to continue” Platform User expressly acknowledges that Platform User has
read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that
Platform User agrees to be bound by the terms and conditions of this Agreement, and that Platform User
is legally competent to enter into this Agreement with Platform Owner.
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