This Online service-level agreement (SLA) is a contract between M/s. Firstgen Ecom India Private Limited and Service Provider that documents the services provided by the Service Provider and defines the extents of the services provided by the provider is obligated to meet.
This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions 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.
This document constitutes an Agreement between you and M/s. Firstgen Ecom India Private Limited having its registered office at “Kolam Apartments, 2nd Main Road, Gandhi Nagar, Adyar, Chennai, 600020” (hereinafter referred to as “Company”), and owns and operates the online Domain “Homee” Platform (hereinafter referred to as “Platform”).
For the purpose of these Terms (“Terms”), wherever the context so requires,
The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have legal or contractual value as the case may be.
The use of the Platform for providing services by you is solely governed by these Terms, and any modifications or amendments made thereto shall be made only by the Company from time to time, at its sole discretion. Using the platform to provide the services by you and an acceptance to these terms and conditions shall be deemed to signify your unequivocal acceptance of these Terms, and you are expressly agreeing to be bound by the same.
You acknowledge and agrees that no physical signature is required to make these Terms binding on you and further acknowledge and agree that your acceptance shall be confirmed by you clicking the “I Accept” button on the platform.
You represent and warrant that you:
As a Service Provider providing the Services you acknowledge and agree to the following:
The Company acts as a technology service provider that facilitates the provision of Service Provider services to its Registered Users. The Company does not make editorial or managerial decisions concerning, or otherwise exercise control or supervision over your provision of the Services, and neither will the Company be held responsible for your failure to comply with applicable laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, the Company is not responsible for the use or exchange of any information, files or goods between you and users of the Platform. Further, the Company does not control or is responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by you or users of the Platform, including, without limitation, the Services provided or other information made available through the Platform.
You are solely responsible for your interactions with users of the Platform. You understand that the company does not screen users of the Platform. Your use of the Platform and your provision of the Services is at your own risk and discretion and you, therefore, agree to take reasonable precautions in all interactions with users of the Platform and that you are solely responsible for, and agree to exercise caution, discretion, common sense and judgment in, using the Platform or providing the Services and disclosing information, including any personal information to users of the Platform, the provision of which is not required by your provision of the Services.
The Service Provider may not Post, upload, display or otherwise make available content that:
You acknowledge and agree that you have reviewed, acknowledge and agree to the Platform’s Privacy Policy, which is available at “Homee” which policy governs the Platform’s collection and use of “personal information”.
You agree to defend, indemnify, and hold the Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of this Agreement, your provision of the Services, and any claim made by a third party as a result of your provision of the Services, including any claim alleging your infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual property rights of such third party.
THE COMPANY WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR PROVISION OF THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The Company reserves the right to investigate, suspend and/or terminate the Service Provider account if the Service Provider has misused the Service or behaved in a manner the Company regards as inappropriate or unlawful, including actions or communications that occur off the Service, but involve Users of the Service or information obtained through the Service. The following is a non-exclusive list of actions and activities that the Service Provider is not permitted to engage in while availing of the Service:
The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform or Service (or any part thereof) with or without notice. The Service Provider agrees and acknowledges that the Company shall not be liable to the Service Provider or to any third party for any modification, suspension or discontinuance of the Service, even if the same should lead to loss of profits, damage, injury, etc to the Service Provider. To protect the integrity of the Service, the Company reserves the right to block Service Providers from certain IP addresses from accessing the Service, at any time and its sole discretion.
You agree that the Company may terminate the Service Provider relationship contemplated by this Agreement termination upon payment only for any outstanding and unpaid earned Fees (net of any Penalty Costs) and you agree that no additional advance notice or fees in lieu of notice are required in the event of such termination at any time without notice or any further payment, including upon your breach of any of the terms of this Agreement
You may terminate this Agreement at any time in your sole discretion upon providing the Company with Seven (7) calendar days’ notice of your intention to do so. Upon receipt of such notice, the Company may waive notice in which event this Agreement shall terminate immediately.
The Service Provider is aware that the Company owns and retains all proprietary rights in the Platform and Service, and in all content, trademarks, trade names, Service marks, copyrights and other property rights related thereto. The Platform and Service contain the copyrighted material, trademarks, and other proprietary information of the Company and its licensors, and the Service Provider agrees not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, Service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company, or if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. The Service Provider agrees to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
The Service Provider is aware that for availing of the Service, the Service Provider will be required to upload on the Platform images and descriptions of all Services the Service Provider wishes to sell through the Platform. The Service Provider is further aware that the same will be visible to and accessible by all Users of and visitors to the Platform, and that the Company has no control over their actions, and will not be liable in any manner should any such User or visitor infringe on the intellectual property of the Service Provider by accessing/misusing / copying/using / creating derivative works from said Service listings, and the Service Provider hereby expressly agrees that the Company shall have no liability for the same, and further agrees not to involve the Company in any resulting legal proceedings, and expressly agrees to indemnify the Company and reimburse the Company for any expenses incurred in this respect.
The Service Provider expressly agrees and accepts that the intellectual property of the Service Provider is required to be displayed on the Platform in the form of Service listings, and the Service Provider does hereby expressly authorize the Company and the Platform to use the same in this connection, and also expressly agree to continue to allow the Company to do so, without the Company ever being required to pay any manner of a license, fee or amount in this respect, for any such incidental usage. The Service Provider further agrees and hereby expressly authorizes the Company to continue to display said Service listings of the Service Provider even after the Service Provider has stopped supplying the same, and even if the Service Provider has deleted the account assigned to the Service Provider and has stopped availing of the Service. If the Service Provider does not agree to these provisions, then the Service Provider is not authorized to use the Platform or avail of the Service.
The Service Provider may use the all content, Food images, pictures, trademarks, trade names, Service marks, copyrights etc., and the Service Provider hereby expressly agrees that the Company shall have no liability for the same, and further agrees not to involve the Company in any resulting legal proceedings, and expressly agrees to indemnify the Company and reimburse the Company for any expenses incurred in this respect.
In consideration of your engagement as a Service Provider, you further agree and covenant as follows:
Engagement with the Company as a Service Provider (“Engagement”) may give you access to proprietary and confidential information belonging to us, our users and others (the proprietary and confidential information are collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to marketing plans, proposals, contracts, technical and/or financial information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of the Company. You may in the course of the Engagement conceive, develop or contribute to material or information related to the Business of the Company, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”). Company shall exclusively own, and you do hereby assign to Company, all Proprietary Property which you conceive, develop or contribute to in the course of the Engagement and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trademark rights in or relating to the Proprietary Property. Material or information conceived, developed or contributed to by you outside work hours on Company’s platform or through the use of Company’s property and/or assets shall also be Company’s Property and be governed by this Agreement if such material or information relates to the Business of the Company. You shall keep full and accurate records accessible at all times to Company relating to all Proprietary Property and shall promptly disclose and deliver to Company all Proprietary Property.
You shall, both during and after the Engagement, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Company. You may, however, use or disclose Confidential Information which:
The Service Provider is aware that the Platform may contain or provide advertisements and/or promotions offered by third Parties and links to other Platforms or resources. The Service Provider acknowledges and agrees that the Company is not responsible for the availability of such external Platforms or resources and that the Company does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or Services, or other materials on or available from such Platforms or resources. Service Provider correspondence or business dealings with, or participation in promotions of, third Parties found in or through the Service, including payment and delivery of related goods or Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Service Provider and such third Party. The Service Provider further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or Services or other materials available on or through any such Platform or resource.
The Service Provider further agrees that in the event of the Service Provider providing the Users of the Platform with a link to a Platform owned/operated by the Service Provider, the Service Provider shall be solely liable for the same, and hereby agrees to indemnify and keep indemnified the Company from the claims of any individual with regard to the same. Further, the Service Provider shall not be authorized to provide the Users of the Platform with a link to any Platform or domain wherein Services are being sold, whether or not such Platform is owned/operated by the Service Provider, and whether or not such Platform is in competition with the Platform, at the sole discretion of the Company.
Complete Agreement. There are no oral representations, understandings or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete and exclusive statement and expression of the agreement between you and the Company and of all of the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This Agreement may not be later modified except by a further writing signed by the Company, and no term of the Agreement may be waived except by writing signed by the party waiving the benefit of such terms.
The satisfaction of all claims. The terms set out in this Agreement, provided that such terms are satisfied by the Company, are in lieu of (and not in addition to) and in full satisfaction of any and all other claims and entitlements which you have or may have upon the termination of this Agreement and the compliance by the Company with these terms will affect a full and complete release of Company from any and all claims which you may have for whatever reason or cause in connection with this Agreement and the termination of it. In agreeing to the terms set out in this Agreement, you specifically agree to execute and will deliver, upon request, a release if, as and when requested by Company upon the termination of this Agreement.
No Waiver. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns including, without limitation, any successor of the Company by way of voluntary dissolution, reorganization, merger, consolidation or transfer of assets of the Company.
Severability. If any of the covenants contained in this Agreement shall be held unenforceable or, with respect to Section 5, unreasonable by reason of the area, duration or type or scope of service covered by the said covenant, then the applicable covenant shall be given effect in such reduced form as may be decided by any court of competent jurisdiction. If notwithstanding the foregoing, any clause or any portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement.
Governing Law. This Agreement shall in all respects be constructed according to the laws of India applicable therein.
Dispute Resolution: It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of the Terms and any disputes arising here from will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism.
Your Understanding. You recognize and agree that you have read and understood this Agreement and that you have received an adequate explanation as to the nature and scope of its contents. You acknowledge and agree that this Agreement entails important obligations and that, if necessary, you have had adequate opportunity to seek independent legal counsel before signing this Agreement.