This Technology Platform Services Agreement (“Agreement”), is entered into as of 30th July 2020.(the “Execution Date”), between Spur Software Services Pvt. Ltd.., a corporation with its principal office located at 136, Jaora Compound Indore-452001, M.P. (“Spur”), and You.

Whereas, You is in the business of eatable, foods and beverages including on-demand food delivery services business. You acting as Service Provider (SP) will publish its products on the portal and will allow customers (consumers) to order any food from it. You will tie up with payment gateways to receive payments from customers as well You will tie up with 3rd party delivery fleet systems or setup their own delivery fleet for food delivery.

Whereas, Spur is a software solution and services provider. Spur shall provide a technology platform to cater the technology needs of You on-demand delivery services business. The platform helps to establish on-demand delivery services business. As more fully described below, Spur’s technology platform includes backend system to manage day-to-day operations for on-demand delivery service business, service provider registration and management system, creation of mobile compliant business website, mobile client application for customers and delivery person.

Whereas, You shall focus on the business of delivering eatable, foods & beverage, customers to their business, manage operations; and wish to utilize the related technology platform of Spur for its online food delivery portal.

Whereas, as detailed in this Agreement, You and Spur have agreed on the revenue share structure described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

DESCRIPTION OF SOFTWARE SERVICES

Spur offers solution to take care of technology platform for On-Demand Delivery Services business where demand is generated online from web and mobile through technology platform provided by Spur and fulfilled offline. Below are the key components of technology platform:

Mobile compliant Web portal :

Delivers real time “services requests” from your customer. Allows you to respond to service request and fulfill it. Allows to manage business accounts, flows, profile. Provides analytical data on day-to-day Business flows, status of service requests etc.

Customer facing Mobile Application :

Help customers to quickly create service requests and track them. Allow customers to select food from available providers and pay online.

Rider Mobile Application :

Mobile app used by deliver person to accept delivery request, pickup and deliver food order to the customers.

Payment Gateway Integration :

Integration with third party payment gateway – payUmoney.com

SMS Gateway Integration :

Integration with third party SMS gateway.

DEFINITIONS

• "Affiliate" means any entity that directly or indirectly controls, or is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Agreement” means this Technology Platform Services Agreement.
• “Beta Services” means Our services that are not generally available to customers.
• “Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.
• “Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via www.samudramarket.com.
• “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• “Third Party Application" means a Web-based, Mobile or offline software application that is provided by You or a third party and interoperates with our Service.
• “Services” means the services that are ordered by You under a free trial or an Order Form and made available online by Us, including associated offline components, as described in the Documentation. “Services” exclude Content and Third Party Applications.
• “User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
• "We", "Us" or "Our" means the Spur Software Services Pvt. Ltd..
• "You" or "Your" means You.
• “Your Data” means electronic data and information including data of your customer /user submitted by or for You on the platform or collected and processed by or for You using the platform, excluding Third Party Applications.

FREE TRIAL

If You register on our website or platform for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

NOT WITH STANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

SOFTWARE SUBSCRIPTION

1. License Grant Subject to Your compliance with the terms and conditions of this Agreement, Spur hereby grants a limited, perpetual , revocable, non-transferable, non-sublicensable, non-exclusive subscription right during the term of this Agreement, to: (a) use the technology platform for your online store (b) use the user documentation accompanying the service in conjunction with your authorized use of the service; all for your portal use only.
   The Software services and any future Software bug fix or minor enhancement or new version that Spur may make available to you from time-to-time and which are included in the defined term 'Software') will be deemed accepted upon Spur making the Software service available to you.
2. Restrictions. You shall not directly or indirectly or through third party or otherwise, be permitted or allowed to : (a) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software service; (b) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software service; (c) rent, lease, network, loan, pledge, encumber, sublicense, sell, distribute, disclose, assign or otherwise transfer the Software service subscription or any copy thereof; or (d) use the Software in commercial timesharing, rental or other sharing arrangements; (e) remove any proprietary notices from the Software or any related documentation or other materials furnished or made available hereunder; (f) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (g) use a Service to store or transmit Malicious Code, (h) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (i) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (j) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (k) copy a Service or any part, feature, function or user interface thereof, (l) copy Content except as permitted herein or the Documentation, (m) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (n) access any Service or Content in order to build a competitive product or service. In addition, Licensee agrees to comply with all applicable local, state, national, and international laws, rules and regulations applicable to Licensee's use of the Software.(o) you shall refrain from directly or indirectly acquiring any interest in, or designing, creating , manufacturing, selling, or otherwise, dealing, with similar software product under this agreement.
3. Third Party Web Sites, Content, Products and Services. The services may enable you to access and use web sites, content, products and services of third parties. Spur is not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services. Your use of the Third Party Software is subject to the applicable third party license terms and such Third Party Software is not licensed to you under the terms of this Agreement. If you do not agree to abide by the applicable license terms for the Third Party Software, then you may not access or use the services.
4. Proprietary Rights Reservation of Rights. Spur retain all right, title and interest in and to the Software, Services, Content, derivative works thereof and related documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights, embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Licensee shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Spur' or its licensors' rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, 'look and feel', and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software ('Spur Marks'), are all owned by Spur or its licensors; Licensee is expressly prohibited from using the Spur Marks. Title to the Software shall not pass from Spur to Licensee, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Spur. There are no implied rights or licenses in this Agreement. All rights are expressly reserved by Spur.
   Any tailor made development or other development of technology platform based on the request or suggestion of Subscriber or user or customer shall be owned by Spur.
   
   License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, exclusive worldwide, perpetual, irrevocable, royalty-free license to host, copy, transmit and display Your Data, you shall allow us to use your data and also provide us the free consent of your customer to use their data.
   
   License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

OUR RESPONSIBLITIES

1. Provision of Purchased Services. We will (a) make the Services available to You pursuant to this Agreement, (b) provide Our standard support for the purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekdays off-peak hours), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, third party Application, or denial of service attack.
2. Beta Services. From time to time, we may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one month from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

YOUR RESPONSIBLITIES

1. Use of Service. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use and (d) use Services only in accordance with the Documentation and applicable laws and government regulations, you shall allow us to use your data and also provide us the free consent of your customer to use their data.
2. Third Party Applications and Your Data. If You access a third party Application with our Service, You grant Us permission to access Your Data as required for the interoperation of that third party Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data by a third party Application.
   
   If the provider of a third party Application ceases to make the third party Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.

PLATFORM RUNING COST

You as Business Owner (BO) will have to bear the following cost directly of various 3rd party service providers for services required by the solution from time to time, some of those are listed below (more services may be needed in future as your business scales up and new features are added to the platform).

1. Annual website domain registration fee FEES & PAYMENT TERMS: Fees. Spur will charge you 9% of order amount for each and every successful order placed on this platform as fees for platform usage. This fee will be deducted directly from the transaction at the payment gateway for most of the orders, subjected to gateway limitations.  We will invoice you monthly by aggregating the fees for all orders for the month and the outstanding balance amount if any, is to be paid within next 15 days of time.
2. Payment Terms. All payments under this Agreement shall be made in currently available funds and payments may be made by cheque, wire transfer, online payment or by such other means as Spur may specify from time-to-time. Unless otherwise expressly agreed by Spur and specified herein, all fees are payable in the currency of the India. All fees specifically exclude (and You are responsible for) any and all applicable sales, use and other taxes, other than taxes based on Spur' income. Any amounts due under this Agreement which are not paid within fifteen (15) calendar days of their due date shall be subject to a late payment charge of the lower of: (i) one and one half percent (1.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid); and (ii) the highest interest rate permitted by applicable law. Also, if the amount due is not paid within fifteen (15) calendar days, then Spur will have all rights to stop platform services for you. Each party is responsible for its own expenses under this Agreement. All fees payable under this Agreement are non-refundable. Spur will not issue any invoices for the fees due hereunder unless expressly requested by You; provided however, that all fees are automatically due as set forth in this Section 4 irrespective of the date of issue of any invoice.
3. Spur may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for You until the start of the next Software service subscription term. Spur will provide prior written notice to You of any changes to the fees that affect the Software subscription has purchased, including as sent to Your e-mail address.

TERM & TERMINATION

1. Term. Subject to termination as set forth in this Section 8, the term of this Agreement will commence on the Effective Date and will continue for the period of 12 months. The term of the Technology Platform Services Agreement (and the corresponding fees) may be renewed after 12 months.
2. Termination. Either Party may terminate this Agreement at will upon written notice to the other Party for any reason whatsoever in terms of this Clause. Either Party may terminate this Agreement with a prior written notice of thirty (30) days to the other Party. On termination, the You shall pay all Unpaid Fees accrued till the date of termination.
3. Effects of Termination. Upon the termination of this Agreement for any reason: (a) the subscription licenses granted under this Agreement in respect of the Software shall immediately terminate; (b) You shall pay to Spur the full amount of any outstanding fees due hereunder; and (c) within ten (10) calendar days of such termination, each party shall destroy or return all Confidential Information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement, together with any other terms which by their nature are intended to survive such termination: Sections 3(b) (Restrictions), 3(d) (Proprietary Rights), 6 (Fees & Payment Terms), 7(c) (Effects of Termination), 8(a) ('Confidentiality'), 8(c) (Non-Solicitation), 6(c) (Feedback), 9(c) (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitation of Liability) and 12 (General).

CONFIDENTIALITY, NON-SOLICITATION, FEEDBACK & PUBLICITY

1. Confidentiality. 'Confidential Information' means any proprietary information received by the other party during, or prior to entering into, this Agreement that is marked as confidential or proprietary. The Software, service and any non-public technical and business information of a party shall be deemed Confidential Information, whether or not marked. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. You and Spur will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party's option, promptly return or destroy (and provide written certification of such destruction) the disclosing party's Confidential Information.
2. Publicity. During the term of this Agreement, You hereby agree that Spur shall have the right, but not the obligation, to include Your name and logo as a customer who uses the Samudra platform and/or Services in marketing materials promoting the Samudra platform or service.
3. Non Solicitation and No Hire. During the term of this agreement and for a period of one (1) year immediately following its termination, You agree, not to Solicit or not to Hire or not to Induce, directly or indirectly, the employee of Spur to terminate the or breach an employment, contractual or other relationship with other party.
4. Force Majeure. Spur shall not be deemed in default of this Agreement, nor shall Spur hold responsible for refund of fees or otherwise, any cessation, interruption or delay in the performance of its obligations due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, Government Order or pandemic or epidemic or any severe disease like COVID 19 etc. or other similar events beyond the reasonable control of the Party.

WARRANTIES & DISCLAIMER OF WARRENTIES

1. General Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and will in the future comply, with all applicable laws, rules and regulations in connection with the performance of this Agreement.
2. Limited Software Service Warranty. Spur represents and warrants to You that: Software Service licensed under this agreement will materially conform to Spur' published documentation for a period of six months from the date You are first permitted to access and use the Software Service.
   
   Your sole and exclusive remedy, and Spur' sole and exclusive liability for any breach of this warranty will be, at Spur' sole discretion, to fix and remedy the Service on condition that You promptly notifies Spur in writing of any alleged breach of this warranty within such warranty period. This warranty applies solely to the extent that the Software Service is used for its intended purpose and in accordance with Spur' instructions. This warranty is null and void to the extent the Software Service: (i) fails to conform with this warranty as a result of its use with any third party Application; or (ii) is used for an unintended purpose, is used other than in accordance with its published documentation or specifications, or is otherwise used in breach of this Agreement.
3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 10: (I) THE SOFTWARE SERVICES ARE PROVIDED TO YOU ON AN 'AS IS' BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) SPUR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPUR DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE SERVICES WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE SERVICES AND ALL RESULTS OF SUCH USE IS SOLELY AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPUR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SPUR' WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

INDEMNIFICATION

You shall indemnify, defend and hold harmless Spur and its officers, directors, employees, shareholders, contractors and agents, and its and their respective officers, directors, employees, agents, representatives, and contractors (each, a 'Spur Party'), from and against any and all liability and costs (including, without limitation, attorneys' fees and costs) incurred by any Spur Party in connection with any actual or alleged claim arising out of, or relating to: (i) Your breach of this Agreement, any or any applicable law, rule or regulation; (ii) Your use of the Software Service; and (iii) Your gross negligence, fraudulent misrepresentation or willful misconduct. Counsel You select for the defense or settlement of a claim must be consented to by Spur prior to counsel being engaged to represent any Spur Party. You and Your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by Spur in the defense or settlement of any claim. Spur reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by You. You shall not in any event, consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of any Spur Party without the prior written consent of each relevant Spur Party.

LIMITATION OF LIABILITIY

1. Consequential Damages Waiver. UNDER NO CIRCUMSTANCES, SHALL ANY SPUR PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE AND/OR INABILITY TO USE THE SOFTWARE SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF AN SPUR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
2. Limitation of Damages. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE SPUR PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO SPUR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE SPUR PARTIES' LIABILITY.
3. Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY OF THE SPUR PARTIES FOR SUCH DAMAGES WITH RESPECT TO THE SOFTWARE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

GENERAL

1. Export Compliance. The Services, and other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You shall not permit Users to access or use any Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
2. Entire Agreement and Order of Precedence. This Agreement, including all attachments, shall constitute the entire agreement between Spur and You relating to the subject matter hereof and shall supersede all prior negotiations, agreements, and understandings between the Parties. No waiver of any provision of this Agreement shall be effective unless made in writing. In addition, no waiver by either Party of any breach of any provision of this Agreement shall be construed as a waiver of any subsequent breach or as a continuing waiver of such breach of this Agreement. In addition, no failure to enforce any contract term shall be deemed a waiver of future enforcement of that or any other term. No modifications or additions to this Agreement shall be binding on either Party unless in writing and signed by the Party against whom enforcement is sought. The provisions of this Agreement shall be severable. If any provision of this Agreement is held invalid or unenforceable in any relevant jurisdiction, then (i) such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, (ii) the application of such provision in any other circumstances shall not be affected, and (iii) the application of the remaining provisions of this Agreement shall not be affected by such application.
3. Assignment. This Agreement may not be assigned by either Party without the express prior written consent of the other Party. Any attempted assignment without such consent will be null and void and of no effect, except that, upon written notice to the other Party, either Party may assign all or portions of this Agreement to a subsidiary or successor to its business (whether by merger, a sale of all or substantially all of its assets relating to this Agreement, a sale of a controlling interest of its capital stock, or otherwise).
4. No remedy or election of remedy under this Agreement shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or equity. To the extent permitted in the relevant jurisdiction, no action relating in any way to performance or nonperformance of this Agreement may be brought by Licensee more than one (1) year after the performance hereunder. If either Spur or Licensee employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees.
5. Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the India without regard to its conflicts of law provisions and each of the Parties shall be subject to personal jurisdiction in the Indore.

GENERAL INFORMATION

Welcome to our Privacy Policy page! When you use our market place services, you trust us with your and your end users’ information. By “You” in this agreeemen, we mean “You and Your users”. This Privacy Policy is meant to help you understand what data we collect, why we collect it, and what we do with it. When you and your users share information with us, we can make our services even better for you and your users. As you use our services, we want you to be clear how we’re using information and the ways in which you can protect your privacy. This is important; we hope you will take time to read it carefully. Remember, you can find controls to manage your information and protect your privacy and security. We’ve tried to keep it as simple as possible.

RIGHT TO ACCESS, CORRECT AND DELETE DATA AND TO OBJECT TO DATA PROCESSING

Our customers have the right to access, correct and delete personal data relating to them, and to object to the processing of such data, by addressing a written request, at any time. The Company makes every effort to put in place suitable precautions to safeguard the security and privacy of personal data, and to prevent it from being altered, corrupted, destroyed or accessed by unauthorized third parties. However, the Company does not control each and every risk related to the use of the Internet, and therefore warns the Site users of the potential risks involved in the functioning and use of the Internet. The Site may include links to other web sites or other internet sources. As the Company cannot control these web sites and external sources, the Company cannot be held responsible for the provision or display of these web sites and external sources, and may not be held liable for the content, advertising, products, services or any other material available on or from these web sites or external sources.

MANAGEMENT OF PERSONAL DATA

You can view or edit your personal data online for many of our services. You can also make choices about our collection and use of your data. How you can access or control your personal data will depend on which services you use. You can choose whether you wish to receive promotional communications from our store by email, SMS, physical mail, and telephone. If you receive promotional email or SMS messages from us and would like to opt out, you can do so by following the directions in that message. You can also make choices about the receipt of promotional email, telephone calls, and postal mail by visiting and signing into Company Promotional Communications Manager, which allows you to update contact information, manage contact preferences, opt out of email subscriptions, and choose whether to share your contact information with our partners. These choices do not apply to mandatory service communications that are part of certain store services.

INFORMATION WE COLLECT

Our store collects data to operate effectively and provide you the best experiences with our services. You provide some of this data directly, such as when you create a personal account. We get some of it by recording how you interact with our services by, for example, using technologies like cookies, and receiving error reports or usage data from software running on your device. We also obtain data from third parties (including other companies). For example, we supplement the data we collect by purchasing demographic data from other companies. We also use services from other companies to help us determine a location based on your IP address in order to customize certain services to your location. The data we collect depends on the services and features you use.

HOW WE USE YOUR INFORMATION

Our store uses the data we collect for three basic purposes: to operate our business and provide (including improving and personalizing) the services we offer, to send communications, including promotional communications, and to display advertising. In carrying out these purposes, we combine data we collect through the various store services you use to give you a more seamless, consistent and personalized experience. However, to enhance privacy, we have built in technological and procedural safeguards designed to prevent certain data combinations. For example, we store data we collect from you when you are unauthenticated (not signed in) separately from any account information that directly identifies you, such as your name, email address or phone number.

SHARING YOUR INFORMATION

We share your personal data with your consent or as necessary to complete any transaction or provide any service you have requested or authorized. For example, we share your content with third parties when you tell us to do so. When you provide payment data to make a purchase, we will share payment data with banks and other entities that process payment transactions or provide other financial services, and for fraud prevention and credit risk reduction. In addition, we share personal data among our controlled affiliates and subsidiaries. We also share personal data with vendors or agents working on our behalf for the purposes described in this statement. For example, companies we've hired to provide customer service support or assist in protecting and securing our systems and services may need access to personal data in order to provide those functions. In such cases, these companies must abide by our data privacy and security requirements and are not allowed to use personal data they receive from us for any other purpose. We may also disclose personal data as part of a corporate transaction such as a merger or sale of assets.

These Refund and Cancellation policy are intended to make you aware of your legal rights and responsibilities with respect to your refunds and cancellation on our website and any related mobile or software applications.

Please read this policy carefully. By accessing or using the our Platform (web site and mobile application) you are agreeing to this policy concluding a legally binding contract with us and our affiliates.

By “You” here we mean you as a business and your end customers/users.

CANCELLATION OR REFUNDS

• Any order placed with and accepted by us may not be canceled by you. In the even that you do not accept order on delivery, you shall be liable to pay the liquidated damages of an amount equivalent to the Order Value. You hereby authorize us to deduct or collect the amount payable as liquidated damages through such means as we may determine in our discretion, including without limitation, by deducting such amount from any payment made towards your next Order.
• In the event You have provided incorrect particulars, e.g., contact number, delivery address, bank details, account details etc., or that You were unresponsive, not reachable or unavailable for fulfillment of the services offered to You, You will not be eligible for any refunds.
• If you as a business rejects the order for your customer, we will refund to your customer and for you order is considered as cancelled.
• You shall not be entitled to a refund in case instructions placed along with the Order are not followed in the form and manner You had intended. Instructions are followed by the us on a best-efforts basis.
• We may cancel all or any part of this order and will refund you accordingly.
• All refunds shall be processed in the same manner as they are received, unless refunds have been provided to You in the form of credits, refund amount will reflect in your account based on respective banks policies.