Terms & Conditions

7.1 You shall not host, display, upload, download, modify, publish, transmit, update or share any information which:

1. belongs to another person and which you do not have any right to 
2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, slanderous, criminally inciting or invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act 
3. is misleading or misrepresentative in any way. 
4. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual.
5. harasses or advocates harassment of another person.
6. involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”
7. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous
8. infringes upon or violates any third part’s rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person’s name, email address, physical address or phone number) or rights of publicity.]
9. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files.
10. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page)
11. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone.
12. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses.
13. contains video, photographs, or images of another person (with a minor or an adult)
14. tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other users.
15. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of services related to the Platform. Throughout this Terms of Use, Phootra’s prior written consent means a communication coming from Phootra’s Legal Department, specifically in response to your request, and expressly addressing and allowing the activity or conduct for which you seek authorization.
16. solicits gambling or engages in any gambling activity which is or could be construed as being illegal.
17. interferes with another user’s use and enjoyment of the Platform.
18. refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use.
19. harm minors in any way.
20. infringes any patent, trademark, copyright or other intellectual property rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products.
21. violates any law for the time being in force.
22. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.
23. impersonate another person.
24. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, saster eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information. 
25. 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 criminal offence or prevents investigation of any offence or is insulting any other nation. 
26. is false, inaccurate or misleading .
27. creates liability for us or causes us to lose (in whole or in part) the services of our internet service provider or other suppliers; or 
28. directly or indirectly, offers, attempts to offer, trades or attempts to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

7.2 You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve our right to prohibit any such activity.

7.3 You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password mining or any other illegitimate means.

7.4 You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform, or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Platform, or any other Buyer, including any account on the Platform not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.

7.5 You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or the brand name or domain name used by us including the name ‘Phootra’, or otherwise engage in any conduct or action that might tarnish the image or reputation, of Phootra or users on platform or otherwise tarnish or dilute any of Phootra’s trade or service marks, trade name and/or goodwill associated with such trade or service marks, as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Phootra’s systems or networks, or any systems or networks connected to Phootra.

7.6 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform.

7.7 You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Platform or any service offered on or through the Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

7.8 You may not use the Platform or any content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity that infringes the rights of Phootra and/or others.

7.9 You shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of the (a) Information Technology Act and the rules thereunder; (b) Your business safety and Standards and the rules and regulations thereunder; (c) Legal Metrology Act and the rules thereunder; (d) all applicable domestic laws, rules and regulations (including the provisions of any applicable exchange control laws or regulations in force); and (e) international laws, foreign exchange laws, statutes, ordinances and regulations (including, but not limited to good and service tax and/or any other taxes, custom duty, local levies), as may be applicable, regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of products or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

7.10 You shall be solely responsible for ensuring taxes are charged in accordance with applicable laws under a valid invoice. Any liability or claim that may arise in this respect shall be wholly borne by you. Phootra expressly disclaims any liability in this regard.

7.11 In order to allow us to use the information supplied by you, without violating your rights or any laws, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tier) right to exercise the copyright, publicity, database rights or any other rights you have in your Information, in any media now known or not currently known, with respect to your Information. We will only use your information in accordance with the Terms of Use and Privacy Policy applicable to use of the Platform.

7.12 From time to time, you shall be responsible for providing information relating to products/ services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or overemphasize the attributes of such products/ services so as to mislead other users in any manner.

7.13 You shall not engage in advertising to, or solicitation of, other users of the Platform to buy or sell services, including, but not limited to, services related to that being displayed on the Platform or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other users via the Platform. It shall be a violation of these Terms of Use to use any information obtained from the Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than us without our prior explicit consent. In order to protect our users from such advertising or solicitation, we reserve the right to restrict the number of messages or emails which a user may send to other users in any 24-hour period which we deem appropriate in its sole discretion. You understand that we have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, (a) we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury, and (b) we can (and you hereby expressly authorize us to) disclose any information about your transactions effected on the Platform to the state government and/or the central government authorities, including direct and indirect tax or any appropriate authority and their officials, as we, in our sole discretion, believe necessary or appropriate.

7.14 We reserve the right, but have no obligation, to monitor the materials posted on the Platform. Phootra shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE PLATFORM AND IN YOUR PRIVATE MESSAGES. Please be advised that such Content posted does not necessarily reflect Phootra views. In no event shall Phootra assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Platform. You hereby represent and warrant that you have all necessary rights in and to all Content which you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

7.15 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Phootra shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.

7.16 It is possible that other users (including unauthorized users or hackers) may post or transmit offensive or obscene materials on the Platform and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the Platform you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Platform. Please carefully select the type of information that you publicly disclose or share with others on the Platform.

7.17 Phootra shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), hacking, pen testing attempts without our prior consent or a mutual legal agreement.

6. Terms and Conditions of Service

1. Phootra shall perform Platform Services on best effort basis and as agreed with no liability. Phootra provides no assurance that any Buyer will place Orders against the respective PCSP/s. The PCSP shall be solely responsible for display of the name of the Salons and images of the items/products/Services, which shall be listed for the Buyers to choose from.
2. PCSP shall be solely responsible to reimburse and/or absolve the cost of Orders for which Buyers have either refused to pay for or have claimed a refund for reasons that are solely attributed to PCSP (“Disputed Orders”), including but not limited to, Buyer’s expectations not being met or Buyer dissatisfaction with regard to the quality of items/products/services supplied by the PCSP.
3. Phootra shall also provide such other services to the PCSP which shall include but not limited to, Services provided by Phootra’s ‘Order Management Team’ by placing Orders on behalf of Buyer/s with the PCSP through phone calls (the “Call Centre Service”) more fully defined under clause VI.7.(m.)(i) hereinbelow and marketing services.
4. The PCSP shall be solely responsible for reviewing information on the Platform and shall ensure that all information manifested / advertised are up to date and in accordance with applicable law.
5. The PCSP shall be solely responsible for any warrantee/guarantee of the products/services sold to the Buyers and in no event, shall it be the responsibility of Phootra.
6. In the event any PCSP wants to display and offer any pre-packaged product for sale to Buyers through the Platform, the PCSP shall be liable to comply with Legal Metrology (Packaged Commodities) Rules, as amended time to time, for displaying such pre-packaged product/services and share with Phootra a legible and clear image of the ‘principal display panel’ (excluding month and year in which the product is manufactured or packed) of such pre-packaged product, which shall be displayed on the Platform for the Buyers. It is clarified that Phootra shall facilitate but do not and shall not verify the content shared by the PCSP for displaying.
7. The PCSP represents, warrants and covenants that:

1. it shall at all times offer,product/ services that are of best quality and safe for human.
2. it holds, at all times during the availing of Services, all licenses and/or consents necessary under all applicable statutes and regulations to carry out its business. The PCSP shall provide the details of its License and a clear and legible image of the same shall be displayed on the Platform.
3. it shall at all times, ensure that the Salon/Spa/Personal care services provided by the PCSP to the Buyers through Phootra’s Platform, satisfy the requirement laid down under the rules & regulations by concerned authority & Govt norms.
4. it shall at all times comply with hygiene and sanitary practices, and such other practices as may be applicable to its business.
5. it has full power and capacity to enter into and perform its obligations under this Terms of Use and has taken all necessary corporate and other actions to authorize the execution and performance thereof, mere use of the Platform and Services will constitute valid and binding obligations on and against it, in accordance with its terms.
6. it is the sole author of, owns or otherwise controls all content provided to Phootra, or has been granted the right to use such content / information (including menus) from the rights holder and does not violate or infringe the rights of any third party or applicable laws.
7. all information provided by the PCSP to Phootra, including all information contained in the PCSP’s menu,, product/ service offerings, inclusions and exclusions is and shall at all times be true, accurate and correct and not misleading in any respect.
8. it shall be solely liable for the quality of all its , product/services, and shall at all times be in compliance with applicable laws.
9. it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption.
10. it shall adhere to and comply with service schedules and timelines that has been represented for services on the Platform.
11. it shall not use alternate means (including but not limited to phone/emails/SMS) to connect with the Buyer using the Platform, to take Orders and thereby circumventing the Platform transaction.
12. it shall ensure, at all times, its Personnel, its employees and representatives (PCSP Personnel) behave in a respectable and courteous manner with Phootra representatives and as well as with the Buyers. PCSP Personnel shall not be rude, behave discourteously, or use foul or abusive language at any interaction. It shall at all time promptly report to Phootra immediately, any behavioural issue by the Phootra representatives or Buyers for suitable action.
13. it shall process and execute the Orders promptly, correctly and within the stipulated service level timelines, as follows:

1. must confirm the Order within 4 minutes from the time the same having been relayed to it on the Phoota Application. Phootra may send reminder after 2 minutes and shall allocate call to the PCSP after 4 minutes from the time Order having been replayed to it and if not confirmed by the PCSP by then. In the event, that the PCSP does not confirm the Order after Phootra has made attempt/s to call the PCSP, the Order will be deemed as cancelled by the PCSP. An intimation of such cancellation shall be sent to PCSP and such cancellation shall be treated as PCSP Cancellation and Phootra shall reserve the right to recover Service Fee for such cancelled Order.
2. it must always ensure it shall service the ordered items/services as per the Order placed by the Buyer and shall be solely responsible for all the cost and consequences.
3. it shall be solely liable for delays in the execution of Orders and the PCSP undertakes to keep Phootra fully and effectively indemnified against the same.

14. it shall use / display, in accordance with Phootra’s instructions, all the collaterals and other materials supplied if any, by Phootra.
15. it shall not use the labels, trademarks, branding or collaterals of any third-party, including but not limited to Phootra’s direct competitors.
16. it shall share with Phootra legible and clear images of items/ services offered for sale to Buyers through the given Links/Platform in compliance of image guidelines as may be issued by Phootra from time to time.
17. it shall ensure that it will at all times maintain parity in the pricing of its products/services offered for sale on the Platform as against its other sales channels, including but not limited to other online aggregators and its self-operated retail locations.
18. it agrees that in the event of a PCSP’s failure to comply with clauses VI.7.(p.) and VI.7.(q.), and on receipt of any communication/complaint from Customers to this effect, Phootra shall be at liberty to, on verifying the same, refund such Customer for excess amounts charged against a service(s) and deduct the same from the PCSP from future settlements; and.
19. it shall be alert to the advisories issued by Phootra on ancillary charges that may be chargeable by PCSPs to Customers on the Platform. The PCSPs shall, in view of such advisories being issued to adopt best industry practices and in the interest of PCSPs and Customers, endeavor to adhere to such advisories swiftly.

8. Each Party hereby grants to the other Party a non-exclusive, non-transferable, worldwide, royalty free right to use, copy, publish and display the other Party’s trademarks, logos, name, menu and related information solely in connection with the promotion and marketing of the collaboration between Phootra and the PCSPs and related purposes, including for publishing on the Platform.

1. 1. Notwithstanding these terms and conditions of Service, Phootra reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for services breach or non-compliance by the PCSP which includes, but is not limited to, the following instances.
   2. Buyer complaints received by Phootra which are directly or indirectly attributable to the quality of services provided by the PCSP either through poor ratings, as defined by Phootra, through calls placed with Phootra or through any other means on platform.
   3. Non-adherence to Phootra’s delivery schedules and timelines that has been represented for services on the Phootra Platform.
   4. Misbehaviour with Phootra’s representatives/personnel.
   5. Breach of the representations and warranties of the Merchant; or
   6. Any other material breach of the terms.

   Phootra shall resume provision of Services to the PCSP at its own discretion.

9. Notwithstanding anything contained under clause VI.(8) hereinabove, Phootra has the right to immediately delist any of the beauty products/ services from the Platform, which is not in compliance with the Standards Act or the rules or regulations, made thereunder.
10. The PCSP acknowledges that all Services offered by Phootra on the Phootra Platform are non-exclusive in nature.
11. A PCSP can terminate this contract providing 30 days’ prior written notice to Phootra. Phootra shall delist the PCSP at the end of 30th Day. Upon termination in accordance with the terms hereof, PCSP shall only be required to service Orders already placed through Phootra prior to such expiry or earlier termination of this MoU, and Phootra shall be entitled to receive Service Fee for such Orders.
12. Phootra may also manage an email ID on your behalf, which shall be hosted on the https://www.phootra.com domain, in order to manage customer communications and correspondence.

VII.  Your Eligibility
The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act including minors, un-discharged insolvents etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a PCSP on the Platform, transact or use the Platform. Phootra reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to Phootra’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept these Terms of Use and you have the authority to bind the business entity to these Terms of Use.

VIII.  Facilities To Be Rendered By The Website

1. Website is a platform where users/buyers have an access to relevant information pertaining to their need and choices and locality of hair, personal beauty care, body care, fitness, makeup and complete range of salon services for both men and women.
2. Both the PCSP and the buyer that is the salon owner, hair dresser, makeup artist, freelancer, spa owner and the customer can register itself on the website along with the specified products/services provided by them. The website and the mobile application will work as a platform between the PCSP and buyer across India.
3. Along with the salon and spa owners, Vendors can also register themselves to sell their beauty care, herbal, body care, men and women grooming and other related products on the website.

IX.  Rewards and Promotions
Phootra may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third-Party Provider’s services, subject to any additional terms that Phootra establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes:

1. must be used for the intended audience and purpose, and in a lawful manner;
2. may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Phootra;
3. may be disabled by Phootra at any time for any reason without liability to the Company;
4. may only be used pursuant to the specific terms that Phootra establishes for such Promo Code;
5. are not valid for cash; and
6. customer is advised to check for any such change/ amendment / addition /deletion/ modification regularly;
7. customer hereby unconditionally agrees to all such changes/ amendments/ additions/deletions/ modifications;
8. the Offers will be applicable only on bookings made through Phootra mobile application;
9. One Offer cannot be combined with any other Offer(s), unless stated otherwise;

Phootra reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Phootra determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

X.  Term
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until:

1. The User continues to access and use the Website; or
2. The Transaction between the Parties, if any, concludes to the satisfaction of both Parties;
3. You agree and acknowledge that https://www.phootra.com control in any manner any transactions on the website. Accordingly, the contract of sale of services on the website shall be a strictly bipartite contract between you and the Website on https://www.phootra.com. The Parties agree that certain portions of these Terms (“Clause, Intellectual Property Rights,”),shall continue to remain in full force and effect indefinitely, even after the expiry or termination of these Terms as contemplated herein.

XI.  Your Account and Registration Obligations
If you use the Platform, you shall be responsible for maintaining confidentiality of your login and password details and all activities that occur with the use of your login and password details. You agree that if you provide any information or content, required under these terms and conditions to be put up on the Platform, which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the Terms of Use, we shall have the right to indefinitely suspend, terminate or block you from accessing the Platform. Your registration with Phootra as a PCSP is exclusively for your use to gain access to the Platform and is strictly not transferable.

XII.  Suspension of User Access and Activity
Notwithstanding other legal remedies that may be available to it, Company may in its sole discretion limit the User’s access and/ or activity by immediately removing the User’s access credentials either temporarily or indefinitely, or suspend / terminate the User’s membership, and/or refuse to provide User with access to the Website, without being required to provide the User with notice or cause:

1. If the User is in breach of any of these Terms or the Policy;
2. If the User has provided wrong, inaccurate, incomplete or incorrect information(as mentioned above);
3. If the User’s actions may cause any harm, damage or loss to the other Users or to the Website/Company, at the sole discretion of the Company.

• If User’ action copying or duplicating in any manner any of content or other information available from the Website.

XIII.  Communications
When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records, and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.
XIV. Phootra App & Use
PCSP shall be granted access to Phootra App for handheld devices and at its sole discretion Phootra shall issue handheld device to the PCSP and the PCSP shall:

1. 1. ensure it always has a functional tablet / mobile with the Phootra App in Order to (a) receive and confirm Buyer Orders or (b) reject the Order through the Partner Application.
   2. in case it declines Orders through the tablet / mobile provided however, then it shall not use alternate means (phone/ emails) to connect with the Buyer in parallel to take Orders and thereby circumventing the process.
   3. execute the Orders promptly.
   4. Communicate with Phootra service operator through the phone call and/or SMS.

XV.  Disclaimer
To the fullest extent permitted by law, Phootra and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with these Terms of Use, the Phootra Services and any use thereof, including, without limitation, the implied warranties of PCSP ability, fitness for a particular purpose and non-infringement. Phootra makes no warranties or representations about the accuracy or completeness of the Platform’s or the Phootra services’ content or the content of any other websites linked to the Platform, and assumes no liability or responsibility for any 

1. errors, mistakes, or inaccuracies of content and materials,
2. personal injury or property damage, of any nature whatsoever, resulting from the PCSP’s access to and use of the Platform and the Phootra services,
3. any unauthorized access to or use of Phootra servers and/or any and all personal information and/or financial information stored therein,
4. any interruption or cessation of transmission to or from the Platform or otherwise with respect to the Phootra Services,
5. ny bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or the Phootra services by any third party, and/or
6. any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform or the Phootra services. Phootra disclaims any and all liability for direct, indirect, incidental, special, consequential, punitive or other similar damages that may arise due to any deficiency in the Orders attributable to the PCSP, any malfunction or error on Phootra by the PCSP including but not limited to, technical errors, delays, omissions, inaccuracies in the content provided. Phootra disclaims and all liabilities that may arise due to any violation of the Standards Act and applicable rules and regulations made thereunder, and such liability shall be attributable to the PCSP.

XVI.  Confidentiality
Each Party agrees that during the course of these Terms of Use, information that is confidential and of substantial value to the other Party may be disclosed to the other Party. Such information may include, but is not limited to, business plans, or material related to advertising or marketing. All such information shall be confidential and shall be kept confidential by both Parties throughout the Term and for a period of 1 year  thereafter.
XVII.  Intellectual Property

1. Each Party owns all right, title and interest in their respective trade names, service marks, inventions, copyrights, trade secrets, patents, and other intellectual property (“Intellectual Property”). These Terms of Use does not constitute a license or a right to use any Party’s Intellectual Property other than as expressly set out in these Terms of Use. You and we agree that, in the event of any third-party claims infringement of its intellectual property rights on the Platform, and such content which is alleged to have infringed such third party intellectual property rights has been shared on the Platform by you, it shall be your responsibility to investigate, defend, settle and discharge any such intellectual property infringement claim in relation to such content on the Platform.
2. Phootra respects third party intellectual property rights and thus on any report by the intellectual property owner regarding infringement of their right, it would ensure that infringing services are removed from the site, as such intellectual property violations erode Buyer and good PCSP trust.
3. Only the intellectual property rights owner can report potentially infringing services. If you are not the intellectual property rights owner, you can still help by getting in touch with the rights owner and encouraging them to contact us.(Note: Phootra does not and cannot verify that PCSPs have the right or ability to sell or distribute their listed products/ services. However, Phootra is committed ensure that item listings do not infringe upon intellectual property rights of third parties once an authorized representative of the rights owner properly reports them to Phootra.)

XVIII. Indemnity
You agree to defend, indemnify and hold harmless Phootra, its affiliates and its and their respective officers, directors, employees and agents from and against all actions, third party civil and criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorney’s fees, arising out of or relating to the Orders, services or offers supplied by the you, or arising out of or relating to your content listed on the Platform.

XIX.  Limitation of Liability
For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement. Phootra does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Phootra shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Phootra will use its best endeavors to ensure that the unintentional operational errors do not occur, Phootra cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Phootra’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

XX. No Waiver
No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

XXI. Relationship
The Parties agree that nothing in this Terms of Use shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees. Phootra is and shall remain an independent contractor with respect to their performance hereunder and shall have no right or authority to assume or create any obligation, express or implied on behalf of the PCSP and vice versa.

XXII. Governing Law
This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Jodhpur, Rajasthan and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Jodhpur shall have exclusive jurisdiction.

XXIII.  Severability
If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

XXIV.  Notice

All notices under these Terms of Use shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below; 
3-B, C Running Loco Road, Bhaskar Choraha, Ratanada, Jodhpur, Rajasthan-342001.
Time: 9.30 AM to 5.30 PM from Monday to Friday.  If the Merchant notices any discrepancy in the Settlement of Collections, the Merchant may raise a ticket by writing an email to partnersupport@phootra.com and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised. 

XXV. PAYMENT TERMS

1. DEFINITIONS
   

1. The term “Gross Value” shall mean the aggregate of the following as stored in Phootra’s database (i) the items included in each Order as calculated on the basis of the price, rates and features of items listed in the menu; and (ii) GST and other such taxes as applicable.
2. The term “Net Value” shall mean the System Value excluding GST and such other taxes that may be applicable.
3. The term “Service Fee” shall mean and include
   Platform Service Fee”, means the fee for Platform Services provided by Phootra
4. The term “Successfully Serviced Order” shall mean Orders for which Collections have been made.
5. The term “Disputed Order/s” shall mean those Orders for which Buyers have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to PCSP, including but not limited to, Buyer’s expectations not being met or Buyer dissatisfaction in relation to, inter alia, the quality of the services, and/or those Orders for which Buyer requests for a replacement. Such event Phootra shall be entitled to recover from PCSP the Service Fee form the collections. It is clarified that Phootra shall not be liable to make any payment for a Disputed Order. Phootra shall reserve the right to recover from PCSP, the amount paid to Buyers as refund up to the Order value. (Note: In case the Buyer requests for a replacement, the PCSP shall be liable to provide the replacement of the Order free of cost and in such case Phootra shall not charge Service Fee for the replacement Order additionally. Phootra undertakes, on a best effort basis, to employ strong controls to prevent any misuse by the Buyer under this clause.).
6. The term “GST” shall mean goods and service tax.
7. The term “Other Services” shall mean the other services that are provided by Phootra to PCSPs more fully defined under Schedule of Charges.
8. The term “Other Charges” shall mean the charges that are applicable to PCSP for Other Services specified under Schedule of Charges, which can be accessed at Here.
9. The term “Gross PCSP Value” (GPV)” shall mean the aggregate of the following as stored in Phootra’s database (i) the items included in each Order as calculated on the basis of the price, rates and features of items listed in the menu before discounts, whatsoever; and (ii) GST and other such taxes as applicable.

2. Phootra shall charge PCSP/s Service Fee for the Services provided. The PCSP shall pay Service Fees to Phootra as agreed between the Parties under the duly executed memorandum of understanding by and between Phootra and the PCSP/s (“MoU”), which term shall include references to any amendments made thereto. The Service Fees are subject to GST and other taxes applicable thereon at the prevailing rates.
3. Phootra shall collect the payments against undisputed Orders from the Buyers (the “Collections”) and shall remit to the bank account of the PCSP as specified hereinabove. Phootra shall be entitled to make the following deductions (“Deductions”) from the Collections: (i) Service Fees for the applicable Settlement Period, including Service Fees for Disputed Orders (ii) Other Charges as mentioned under Schedule of Charges and (iii) GST & other taxes applicable thereon at the prevailing rates, from weekly settlement remittance for the applicable Settlement Period.
4. Upon the expiry or earlier termination of the MoU in accordance with the terms thereof, Phootra and the PCSP shall only be required to service Orders already placed through Platform prior to such expiry or earlier termination, and Phootra shall be entitled to deduct payments for such Orders in accordance with these Payment Terms.
5. In the event of any change to the System Value, the PCSP shall inform Phootra of such change at least 3 working days prior to effecting such changes. The System Value will be deemed to be updated with the changes as communicated by the PCSP on the 4th working day from the date of receipt of such written communication by Phootra. It is however clarified that for the purpose of determining the value of an Order, only the System Value, as updated in accordance with this clause, shall be considered as the final value. Phootra shall not be liable or responsible in any way for any change in menus by the PCSP, except to the extent already informed by the PCSP to Phootra in accordance with this clause.
6. Mode of Payment

1. Settlement of the Collections shall occur on a weekly basis (and in accordance with the payment systems and nodal account guidelines prescribed by the Reserve Bank of India) to allow for adjustments towards Disputed Orders (the “Settlement Period”) subject to deductions specified hereinabove. The Settlement Period for Orders serviced from Monday to Sunday shall be on or before Thursday of the following week. If the Settlement Period falls on a bank holiday, it shall be deemed to be the following working day.
2. Phootra shall raise invoices for the Service Fees for the applicable Settlement Period, and the applicable Service Fees shall be deducted from the Collections. The balance Collections shall be remitted by Phootra to the PCSP at the end of the Settlement Period.