ATTENTION: PLEASE READ THESE TERMS AND CONDITIONS OF USE FOR USER ("TERMS AND CONDITIONS") CAREFULLY BEFORE ACCESSING THE M.PAANI SERVICES AND PRODUCT (SERVICES). REGISTERING FOR THE SERVICES INDICATES THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. HOWEVER, IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SERVICES THAT M.PAANI SOLUTIONS PRIVATE LIMITED (m.Paani) AND/OR ITS SUBSIDIARIES OR AFFILIATES MAY MAKE AVAILABLE .
This document is an electronic record in terms of the Information Technology Act, 2000 and the rules framed thereunder, as applicable and amended from time to time, pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
Any reference to "you" or "User" or "Users" in these Terms and Conditions, means you the User of the Platform.
As a User, your access to and use of the Services are conditional upon your acceptance of and continuous compliance with these Terms and Conditions at all times. By accessing, browsing and/or using the Services and/or availing any of the Services, you agree to be bound by these Terms and Conditions and all rules, guidelines, policies, terms and conditions applicable to the Platform of the Company ("Policies"), as may be modified by Company from time to time, which shall be deemed to be incorporated in these Terms and Conditions by reference, unconditionally and at all times. The Company shall have the sole right to change, modify, add or remove these Terms and Conditions or any of its Policies or and add new features relating to the Services, at any time without any prior written notice or intimation. It is hereby clarified that each User shall be responsible for reviewing the Terms and Conditions and Policies on the Services periodically and keep themselves updated.
In these Terms and Conditions, unless the context specifies otherwise:
Communication includes all content pertaining to m.Paani Services to both Users and Members
Member(s) means a customer of a User who has opted to enroll in, and/or receive benefits from the Users participation in m.Paani Services
m.Paani Solutions Private Limited hereinafter referred to as m.Paani is a private company limited incorporated under the Indian Companies Act, 1956 at having its registered office at Rm 509 Inizio Building, Cardinal Gracious Road, Chakala, Andheri East, Mumbai 400059
User(s) are any registered present or future individuals and / or entities wishing to avail of m.Paani Services
Point(s) are loyalty points distributed from Users to Members as well as accepted by Users from Members as a reward.
Services refers to activities and Products under the m.Paani Aapka Business Saathi Program which includes any of the following as provided by m.Paani: m.Paani Aapka Business Saathi App, m.Paani Aapka Business Saathi Desktop App, m.Paani Aapka Business Saathi Web portal, marketing activities under m.Paani Aapka Business Saathi program including but not limited to promotions and marketing collateral distribution
Paid Services includes purchase of Points and/or SMS and/or any other marketing or loyalty related service fulfilled by m.Paani
The Services are only available to duly constituted legal entity or an adult individual persons who are competent to enter into legally binding contracts under the Indian Contract Act, 1872 (Contract Act). Any person who shall be considered as incompetent to contract as per the provisions of the Contract Act including minors, un-discharged insolvents etc. are not eligible to use the Services (User). Any person using the services on the Services on behalf of a proprietor/ partnership/ firm/ company, represents and warrants that it is duly authorized by the User to accept the Terms and Conditions and the Policies and that such person has the authority to bind the User to these Terms and Conditions and the Policies.
To create an account on the Services, the User must accept these Terms and Conditions and agree to abide by all the provisions hereof. The User also agrees to be monetarily liable for use of any Paid Services.
User Access of Services
You may access and use selected Services by registering and creating an account. Your access to the Services is determined by whichever Paid Services are availed.
Any user of the Services is required to submit KYC (know-your-customer) documentation. Refusal to share valid KYC information will result in being rejected from the Services. Any information submitted as KYC remains the property of m.Paani even if rejected.
m.Paani reserves the right to reject any application and refuse Services to any applicant for any reason without any liability whatsoever.
The User shall be deemed to have accepted these Terms and Conditions if the User has registered for m.Paanis Services or paid for the Services.
All Users agree to provide true, accurate, current and complete Information for their account registration, and to maintain and promptly update their Account Information in order to ensure that it remains true, accurate, current and complete.
Usage of the Services shall be construed as your consent for receiving communications of either an administrative or marketing nature from m.Paani during reasonable business hours, on the telephone number / contact information that may be provided by you. If a DND member, User opts to receive all communications from m.Paani and understands them to be transactional in nature. You hereby unconditionally consent that such communications via SMS and/ or voice call is (a) upon your request and authorization, (b) transactional and not an unsolicited commercial communication as per the guidelines of Telecom Regulation Authority of India (TRAI) and (c) in compliance with the relevant guidelines of TRAI or such other authority in India and abroad. In case, you wish to stop receiving communications services, you may do so by sending an e-mail to email@example.com.
Company reserves the right to cancel or suspend any User's account at any time in its sole discretion, and all Users are entitled to cancel their account with Company at any time by writing an email to firstname.lastname@example.org. All cancellations will result in the deactivation or deletion of the User's account, as well as any Points purchased would be expired. If a User elects to cancel its account, cancellation will not become effective unless and until no money is owing on that User's account.
Company is not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.
Without prejudice to any other remedies m.Paani may have against the User, m.Paani shall have the right at any time to terminate Services forthwith in any of the following events:
If the User commits the breach of any of the representations, warranties, terms or conditions of these Terms and Conditions;
If the User is guilty of any conduct which in the opinion of m.Paani is prejudicial to m.Paanis interests, including slandering m.Paani or not abiding by m.Paani standards of performance;
If the User purports to assign the burden or benefits or charge the benefits of these Terms and Conditions without the consent in writing of m.Paani;
If the User has failed to fulfill the requirements of any law or regulations and/or any judicial actions have not been or will not be met;
The User or its consultants, employees, agents or representatives has breached any of the provisions of these Terms and Conditions or applicable laws or of any other contractual or legal obligation to m.Paani;
An act of any misconduct or fraud done by any consultants, employees, agents or representatives of the User;
The User becomes insolvent or goes into liquidation whether voluntary or compulsory or if a winding up order is passed against the User or if the User voluntarily or involuntarily does anything which renders it liable to be wound up or if it suffers the appointment of a receiver, trustee, administrator or similar officer on the whole or any part of its business or undertaking or assets;
The User has made or intends to make any arrangement or composition with its creditors whatsoever or if any law for the relief of financially sick company becomes applicable to the User; or
Any combination of the foregoing.
Upon termination of these Terms and Conditions, the User must pay outstanding balance if applicable immediately to an authorized m.Paani representative. Any leftover balance, Points and Rewards shall be forfeited upon termination of this Terms and Conditions.
On termination of these Terms and Conditions for any reason whatsoever, m.Paani shall not be liable for and the User shall not be entitled to claim any losses, damages, compensation or any amounts whatsoever, notwithstanding any investment or expenditure incurred by the User.
User responsibilities and commitments
Appearance and Conduct
User agrees to maintain m.Paani Marketing Collateral visible at Users place of business. The User agrees to bear the responsibility for any lost materials.
User agrees to have name and contact information as well as other submitted business profile details to m.Paani to be listed within the m.Paani Product
The User shall contribute its name, brand and logo as applicable and specific images for general marketing. A logo of suitable size and format shall be provided to m.Paani by the User upon request if available.
The User undertakes not to infringe any intellectual property belonging to m.Paani, including but not limited to the m.Paani logo, images, signage, presentation material, etc.
The User shall be responsive to Member enquiries regarding Points and distribute the accurate amount of Points at the time of sale. The User agrees to treat Members with equitable and fair treatment and provide them with the same quality of service as non-Member customers. Breach of this clause will result in the removal of User from any further Program participation and termination of these Terms and Conditions.
The User will honor all offers they give to m.Paani to post to their account while the offer is valid. Failure to honor such an offer will result in the removal of User from any further m.Paani program participation and termination of these Terms and Conditions.
Users are responsible for maintaining the security of their account and password for m.Paanis Services. m.Paani will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.
User and Member Relationship
Users are responsible to gain consent from their customers (Members) prior to enrolling them in the m.Paani Services via m.Paani Aapka Business Saathi App, Desktop App or Emailing or transmitting Members phone numbers digitally to m.Paani for the sake of enrolling them under your account. Users understand that sharing their Members information indicates the Member has given consent as well as contact details directly to the User.
Users understand that upon enrolling Members to the Services, Members may be contacted by m.Paani across call, SMS, email or any other means as a function of Services.
Users hereby agree and undertake to indemnify m.Paani against all types of claims, losses and damages incurred by m.Paani due to any action taken by TRAI, access providers (as per TRAI regulations) or any other authority due to any compliance raised by you or Members added by you into the m.Paani Aapka Business Saathi Program.
The User agrees that they are fully aware of and well conversant with the "Telecom Commercial Communications Customer Preference Regulations 2010" issued by the Telecom Regulatory Authority of India with respect to Unsolicited Commercial Communication ("UCC Regulations") and agrees to abide by the said UCC Regulations by making the User liable for any breach of the UCC Regulations by their business, its directors, employees, agents, sub-agents, and/or any person acting on behalf of the User`s business for any punitive action for violation of the said UCC Regulations. The User also agrees to indemnify and always keep indemnified m.Paani, their directors, officers and employees for any loss or damage suffered by them on account of any breach or violation of the UCC Regulations by your business, its directors, employees, agents, sub-agents, and/or any person acting on behalf of the your business.
No illegal use: You agree and undertake that you will not use Services for any illegal or unauthorised purpose, or upload any information that is in breach of any confidentiality obligation, copyright, trademark or other intellectual property or proprietary rights of any person, entity or organization or any applicable laws. You agree and undertake that you will not attempt to gain unauthorized access to any portion or feature of the Services, any other systems or networks connected to m.Paani, to any m.Paani server, or to any of the Services offered on or through the m.Paani, by hacking, password mining or any other illegitimate means;
No malicious use: Users may only access the Services through the interface provided by Company, and shall not use the Website or Services for any malicious means, or abuse, harass, threaten, intimidate or impersonate any other User or Member.
When you use the Services, You specifically undertake not to host, display, upload, modify, publish, transmit, update or share any information or Content that:
impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity
is of an offensive, sexual, or inflammatory nature
threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting of any other nation;
infringes any patent, trademark, copyright or other proprietary rights;
contain software viruses or any other computer code, files or programs designed to interrupt destroy or limit the functionality of any computer resource;
deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
use the Website or Content for any purpose that is unlawful or prohibited by the Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Company or other third parties;
violate any applicable laws or regulations for the time being in force within or outside India;
You shall solely be responsible for maintaining the necessary computer / mobile equipment, internet connections and other software and technologies that may be required to access, use and transact on the Website.
You represent and warrant that (i) You are not located in a country that is subject to a India Government embargo, or that has been designated by the India Government as a "terrorist supporting" country; and (ii) You are not listed on any India Government list of prohibited or restricted parties
Understanding of Services
You acknowledge that Company may use third party suppliers to provide necessary hardware, software, networking, connectivity, storage and related technology required to provide the Services. The acts and omissions of those third party suppliers may be outside of Company's control, and Company does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
m.Paani will try to promptly address (during posted business hours) all technical issues that arise in the Services or in connection with the Services. However, Company will not be liable for any loss suffered as a result of any partial or total breakdown of the Services or any technical malfunctions resulting in an inability to use the Services (either in whole or in part).
The Services are provided on an "as is" and "as available" basis, and your use of them is at your sole risk. m.Paani does not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; (d) the quality of any Services, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or (e) any errors in the Services will be corrected.
To activate loyalty parts of the Services requires purchase of m.Paani Loyalty Points (Points) which are distributed to Members from the User. Points as well as certain other marketing services (Services) are chargeable as per m.Paani Rates. These Rates may change at the Companys discretion. All Points and Services must be paid in advance before delivery or activation, and are non-refundable. Company will not be held liable in any way for any lack of refunds in connection with the Services.
User shall pay m.Paani by cheque or cash to an authorized m.Paani representative (those with official m.Paani identity proof) or by online or electronic payment method approved by m.Paani. The User will receive an invoice on receipt of the payment. A penalty fee as determined by Company shall be levied if cheque submitted by the User fails to clear.
Upon non-payment of subscription fees, m.Paani reserves the right to repossess any item or material given to the User by m.Paani.
m.Paani reserves the right to change the rates without any further liability or compensation whatsoever to be paid to the User.
All Fees are exclusive of all taxes, and the User indemnifies and holds Company harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.
Points Issuance and Acceptance
Users understand that their Points balance will deduct an equal amount of Points which they distribute to their Members, via any m.Paani Product or communication channel. Users may not request a refund of Points deducted from their wallet.
As an User of the m.Paani Program, a User must distribute points to Members for transactions at the Users place of business.
The User may only distribute or accept Points provided by m.Paani. The User may not otherwise create, replicate or issue any Points in any form.
m.Paani Members have the option to request points from Users if not distributed at time of purchase. User agrees to issue these Points from requests immediately upon time of request unless there is a concern with specific transaction, which should be escalated to m.Paani partner services immediately for resolution
Points purchased by User are non-transferable and non-refundable.
For any points accepted for purchase at a Users place of business, the User will be compensated for the value of credit redeemed by decreasing the amount due for the next bill or will be deposited monthly to a bank account of the Users choosing.
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to other that on the day of the acceptance of these Terms and Conditions by the User and during the term of these Terms and Conditions:
It is a company duly incorporated, validly existing and is in good standing under the laws of country of its incorporation;
It has all necessary power (including corporate power, if applicable) and authority to enter into these Terms and Conditions and/or to perform all the obligations to be performed by it hereunder, as the case may be;
The persons accepting these Terms and Conditions on behalf of such party has the authority to so sign and execute it on behalf of the party for whom he is signing so as to create binding obligations on such party, if applicable;
The execution and delivery of these Terms and Conditions, and the consummation of the transactions contemplated hereby, and the fulfillment of and compliance with the terms and conditions hereof, do not (i) violate any applicable laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations; and
These Terms and Conditions constitute its valid and legally binding obligation and will be enforceable against it in accordance with its terms.
The User shall indemnify, defend and hold m.Paani including its directors, employees, officers, shareholders and agents harmless from and against any and all losses, damages, liabilities, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, relating to or resulting from the following:
Act, omission or breach by the User of any of its obligations and undertakings, representations and warranties under these Terms and Conditions;
any injuries to persons or damage to property, including theft, resulting from the Users acts or omissions;
on account of non-compliance or violations of any applicable laws including norms or rules by any regulatory authorities by the User; or
any claims brought against m.Paani arising in whole or in part out of claims brought against the User.
The User shall reimburse m.Paani for any costs, including but not limited to, reasonable attorneys fees incurred in defense against any such claim. m.Paani is indemnified from any claim of personal loss, physical damage, gross negligence or willful misconduct arising out of any activity or accident affiliated with these Terms and Conditions. In no event shall m.Paani be held liable for any incidental, indirect, special or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising from the Users participation in these Terms and Conditions. In no event should m.Paani be liable to the User for any damages which has occurred through no fault of their own. The User further indemnifies and holds m.Paani harmless of any losses, liabilities or otherwise arising out of the use of the Users logos or IP in furtherance of Clause VI) of these Terms and Conditions.
Limitation of Liability
In no event shall m.Paani be liable to the other for payment of any loss of profit, expected additional revenues, increased business or goodwill or any other indirect or consequential damages resulting from default in the performance of their respective obligations under this Agreement.
Neither party hereto shall be considered in breach hereof or in default if it fails to perform or observe any or all of the terms of these Terms and Conditions resulting from, such as, but not limited to acts of God, civil or military authority, acts of Government, acts of public enemy, war, riots, explosion, earthquake, flood, storm, lightning strike or any circumstances beyond the reasonable control of either party. In such a case either party shall notify the other party of the occurrence of such cause and should as a consequence, the performance under these Terms and Conditions be prevented for a period longer than six months, then the other party shall have the right to terminate these Terms and Conditions.
Confidential Information shall mean all proprietary information of User or m.Paani, including but not limited to any content, software, and information including financial information, business plans, project plans, experimental work, information relating to the customers and vendors, personnel information, and other information and materials concerning either parties business, operations or plans as well as information with respect to the sales, costs, operating income, organization, customer lists, business history, general trade secrets as well as any other information whether or not labelled as Confidential by m.Paani or the User, or accessible to, or provided to, m.Paani . The Confidential Information and obligations thereto shall apply irrespective of the form in or the media in which such information is displayed or contained.
Both m.Paani and User agree not to use, publish or disclose to any third party any Confidential Information unless such information was public at the time of disclosure, or subsequently becomes generally known to the public through no fault of its own, or can be documented in writing to be known by the receiving party prior to disclosure.
For the sake of clarity, m.Paani will not sell raw Member data to any other party.
Each Partys obligations relating to Confidential Information shall survive the termination or expiration of these Terms and Conditions.
Each party shall use its best efforts to keep confidential and not to disclose to any third party, any Confidential Information of other party at any time. The receiving party shall treat such Confidential Information with at least the same degree of care and protection as it would treat its own Confidential Information. The contents of these terms and conditions shall also be kept confidential.
Company makes efforts to keep content uploaded by Users secure, but will not be liable for any loss or damage that may result from any breach of security, or any unauthorised access or use of that content.
As a part of this Agreement, the Parties shall respect each others Intellectual Property Rights including without limitation, patent, copyright, trade/service mark(s), trade names(s), trade secret(s) and logos.
m.Paani shall retain all rights in and be the sole owner of (i) all m.Paanis Confidential Information, and derivative works thereof or improvements thereto; (ii) all inventions owned, created or conceived by m.Paani; and (iii) all Intellectual Property Rights therein.
m.Paani shall at all times own and/or be deemed to own all Intellectual Property Rights in or related to the Offered Services and/ or the Program and any derivative works of or improvements, enhancements, or modifications to the Intellectual Property Rights of the Offered Services of m.Paani.
User agrees that all Created Intellectual Property, Innovation, Technology shall be vested in m.Paani and User hereby assigns to m.Paani all rights it may have in any Created Intellectual Property, Innovation, Technology from time to time. Each party owns the customer data it collects through its proprietary channels.
m.Paani and User shall retain ownership and intellectual property rights in the data and information generated or acquired through User(s) system on co-ownership basis. Further, the User shall assign the worldwide rights, title and interest in such data and information and shall execute all instruments and do all things necessary for vesting all intellectual property rights and all right, title and interest to and in m.Paani on co-ownership basis.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and Conditions shall be governed by the laws of India. The competent courts at Mumbai, India shall have exclusive jurisdiction over any of the disputes or differences arising out of or in connection with these Terms and Conditions.
In the event any dispute or difference (hereinafter referred to as the Dispute) arises out of or in connection with the existence, interpretation or implementation of these Terms and Conditions, or out of or in connection with the breach, or alleged breach of these Terms and Conditions amongst the parties, then any of the parties may refer the Dispute for resolution by arbitration. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 or any statutory modification or re-enactment thereof for the time being in force. A party shall also be entitled to apply to the appropriate competent court for interlocutory or interim relief in respect of such arbitration. The arbitration shall be held at Mumbai, India. All proceedings in any such arbitration shall be conducted in English. There shall be sole arbitrator jointly appointed by the parties who shall be fluent in English. The arbitration award shall be final and binding on the parties and the parties agree to be bound thereby and to act accordingly. The award shall be enforceable in any competent court of law.
When any Dispute is under arbitration, except for the matters under Dispute the parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under these Terms and Conditions during the pendency of the arbitration proceedings.
Each party shall comply with applicable laws. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter of these Terms and Conditions and supersedes all prior arrangements between the parties regarding such subject matter. The User agrees that during the term and for a period of 2 (two) years thereafter it shall not, directly or indirectly: a) attempt to deal with or engage with or discuss business with any customer, client or associate of m.Paani; or b) induce any customer, client or associate of m.Paani to terminate his/her relationship with m.Paani. The User shall not assign or transfer any of its rights and liabilities to any third party. Nothing under these Terms and Conditions shall restrict m.Paani from contacting and communicating with any Members and shoppers pursuant to this arrangement with the Authorized Agent. No failure on the part of either party to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. These Terms and Conditions shall be altered, modified or supplemented only in writing and when duly signed by the parties. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survive, Clause IX) (Indemnification), Clause 14.3(Governing Law and Dispute Resolution), Clause XII) (Confidentiality) Clause 4) (Miscellaneous), shall survive the expiration or termination of these Terms and Conditions.
Nothing in these Terms and Conditions shall constitute or is deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute the User as agent of m.Paani for any purpose whatever and the User shall have no authority or power to bind m.Paani or to contract in the name of the m.Paani in any way or for any purpose. The relationship between the parties here to shall be of vendor and purchaser-principal to principal basis.
m.Paani may, in its sole and absolute discretion, change these Terms and Conditions from time to time. If you object to any such changes, your sole recourse shall be to cease using the m.Paani Services. Continued use of m.Paani Websites following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms and Conditions may be superseded by expressly-designated legal notices or terms located on particular pages of the m.Paani Websites and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and Conditions and to supersede the provision(s) of these Terms and Conditions that are designated as being superseded.
Grievance Officer: In compliance with Information Technology Act, 2000 and the rules made thereunder, the Grievance Officer of Company for the purpose of this Agreement shall be found with email address: email@example.com. Company may change the aforesaid details from time to time under intimation to you.