Terms and Conditions

 

User Terms

Whats Local Today Wallet

Whats Local Today Referral Programme

Partner Terms

Pick and Drop Off Terms

Cancellations

Merchant Terms

Pharmacy Merchants

Grocery Merchants

Restaurant Merchants

Pet Store Merchants

Offers/ Sampling User T&C

Cancellations

Google Pay Offer T&C

Paytm Offer T&C

Amazon Pay Offer T&C

Whats Local Today for Business Terms

 

User Terms

 

These terms of use ("Terms of Use") mandate the terms on which users ("You" or "Your" or "Yourself" or "Users") interested in browsing or availing Whats Local Today Services (defined below), and accessing the platform www.whatslocal.today and the mobile application owned and operated by Whats Local Today Network Private Limited ("Whats Local Today") collectively referred to as, the "Platform" connects with the merchants registered on the Platform ("Tied-up Merchants"), merchants not registered on the Platform ("Non-tied up Merchants") (together hereinafter referred to as "Merchants") and with delivery partners ("Delivery Partners") to avail the Whats Local Today Services.

 

Please read the Terms of Use carefully before using the Platform or registering on the Platform or accessing any material or information through the Platform. By clicking on the "I Accept" button, You accept this Terms of Use and agree to be legally bound by the same.

 

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions and notices contained in this Terms of Use and Privacy Policy, along with any amendments made by Whats Local Today at its sole discretion and posted on the Platform from time to time.

 

For the purposes of these Terms of Use, the term 'Whats Local Today' or 'Us' or 'We' or ‘Our’ refers to Whats Local Today Network Private Limited. The term 'You' refers to the user or visitor of the Website and/or App. When You use our services, You will be subject to the terms, guidelines and policies applicable to such service and as set forth in these Terms of Use. As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

 

PART A - GENERAL TERMS RELATING TO WHATS LOCAL TODAY SERVICES

  1. Registration:
  1. You shall be permitted to access the Platform, avail the Whats Local Today Services and connect with Merchants and Delivery Partners on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, Whats Local Today Services is subject to Your continued registration on the Platform. You will be required to enter Your personal information including your name, contact details, valid phone number while registering on the Platform.
  2. As a part of the registration, You may be required to undertake a verification process to verify Your personal information and setting up the Account. Whats Local Today shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Whats Local Today of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Whats Local Today has not independently verified the information provided by You. Whats Local Today shall in no way be responsible or liable for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current or incomplete, or Whats Local Today has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Whats Local Today reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.
  1. Whats Local Today Services:
  1. The Platform provides You with the following services ("Whats Local Today Services"):
  1. It allows You to connect with Merchants and Delivery Partners;
  2. It allows You to view the items/services ("Items") listed on the Platform by the Tied Up Merchants;
  3. It allows You to purchase Item(s) from the Tied Up Merchants listed on the Platform and allows You to get the Items delivered to You through Delivery Partners ("Purchase Services");
  4. It allows You to purchase Items from Non-Tied Up Merchants and get the same delivered to You by the Delivery Partners ("Delivery Services");
  5. It allows you to pick up- and drop off packages from 1 (one) location to the other through the Delivery Partner ("Pick Up and Drop Off Services");
  6. It allows You to avail the bike taxi service provided by the Delivery Partners ("Bike Taxi Services");
  7. It allows You to avail the bike pool/share service provided by other Users, registered as Pool Partners ("Bike Pool Services");
  8. It allows You to give ratings, write comments and reviews about Delivery Partners and Merchants;
  9. It facilitates improvement in the quality of the services provided by Whats Local Today on the Platform based on User ratings, reviews and feedbacks provided on the Platform.
  1. Once the Delivery Services/ Purchase Services/Pick-Up and Drop Off Services/Bike Taxi Services / Bike Pool Services have been completed or delivered, as the case may be, You shall promptly notify the same on the Platform.
  2. Whats Local Today may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or alienate any of the Whats Local Today Services listed above from time to time. Whats Local Today does not provide any guarantee to You that the Whats Local Today Services will be made available to You at all times.
  3. You hereby agree and acknowledge that Whats Local Today is only a facilitator between You, the Merchants and Delivery Partners (as the case maybe) and Whats Local Today only provides You with access to the Platform to connect with Merchants and Delivery Partners for You to initiate transactions on the Platform. You hereby agree and acknowledge that Whats Local Today will not be a party to any of the transactions that are initiated by You through the Platform and Whats Local Today shall not be liable in any manner or incur any liability with respect to the services performed by the Merchants or the Delivery Partners, as the case may be. Further, You hereby agree and acknowledge that Whats Local Today shall not be liable for the conduct, acts and omissions of the Merchants (including their employees and consultants) and Delivery Partners (including their employees and consultants) in the course of providing their services to You, or for any loss or damage to the Item or otherwise caused to You as a consequence of or in relation to the services being provided to You by the Merchants or the Delivery Partner, as the case may be.
  4. You shall be eligible to avail the Whats Local Today Services as per applicable laws. If You are purchasing any medicinal product, using the Platform, for which You are required to have a valid prescription from a medical practitioner, You shall, ensure that physician, as far as possible, prescribe drugs with generic names and he/she shall ensure that there is a clear prescription and will upload the same on the Platform, while initiating a transaction with respect to the same on the Platform. Failure to do the same, shall result in cancellation of the transaction. Only upon verification of the medical prescription, will You be able to avail the Whats Local Today Services for purchasing the required medicines.

In case of Purchase Services, it is the duty of the Tied-Up Merchants to share the updated Item list along with its prices on the Platform. Whats Local Today shall not be responsible for any inaccurate Item listing on the Platform. Further, You hereby agree and acknowledge that for certain Items (Items that are perishable in nature or Item whose price varies periodically), it may not be possible for the Tied-Up Merchants to list out the exact price or prices of such Items on the Platform. The above shall also be applicable to the provision of Purchase Services. In such cases, the Delivery Partner upon reaching the Merchant outlet shall intimate You about the Item price and You shall be required to confirm the purchase of the Item and you shall make the payment for the same to complete the transaction. However, if You do not confirm the purchase of the Item and do not make payment for the Item, You shall pay such fees as may be communicated to You on the Platform for the efforts of the Delivery Partner.

 

  1. You shall not initiate any transaction for any Item on the Platform which is illegal, immoral, unethical, unlawful, unsafe, contains harmful substance and is in violation of this Terms of Use and applicable laws. You specifically agree that You shall not initiate any transaction on the Platform for the purchase or delivery of any alcoholic beverages, narcotic drug or psychotropic substance, etc. Further, You hereby acknowledge and agree that Whats Local Today shall not be liable for any indirect, direct damage or loss, cost, expense incurred by You in relation to the transactions initiated by You on the Platform.
  2. Whats Local Today does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Whats Local Today shall have no liability with respect to the same. However, if it comes to the knowledge of Whats Local Today that You have packaged any illegal or dangerous substance or availed the Pick- up and Drop Off Services using the Platform to deliver any illegal or dangerous substance, Whats Local Today shall have the right to report You to the government authorities and take other appropriate legal actions against You.
  3. You hereby acknowledge that Whats Local Today shall not be liable for any damages of any kind arising from Your use of the Whats Local Today Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
  4. Whats Local Today shall be entitled at any time without giving any reason terminate Your request for any Whats Local Today Service.
  5. You hereby agree that Whats Local Today shall not be liable for any conduct or misbehaviour or actions of Delivery Partner with respect to any transactions initiated on the Platform. Further, You agree that Whats Local Today has no control over the Items provided to You by the Merchants and therefore, Whats Local Today shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging
  6. You hereby agree that scheduling and rescheduling a transaction on the Platform depends upon the availability of Delivery Partners around Your area at the time of such scheduling and re-scheduling a transaction. Should You choose to reschedule a transaction on the Platform at a later point of time, You shall cancel the current transaction on the Platform (if initiated) and initiate a new transaction on the Platform, as per Your convenient time.
  7. If a transaction initiated by You on the Platform cannot be completed, Whats Local Today shall notify You on the Platform.
  8. You agree to provide as much information as possible on the Platform with respect to the Items/services You wish to purchase/avail, using the Platfor
  9. Whats Local Today shall use Your location based information that is captured by Whats Local Today through global positioning system when You are using Your mobile device to request a Whats Local Today Service on its m-app. Such location based information shall be used by Whats Local Today only to facilitate and improve the Whats Local Today Services being offered to You.
  10. We can’t fulfil any tasks which are immoral or unlawful in nature. Whats Local Today reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unethical/unlawful/banned either by Whats Local Today’s internal policies or as per the independent discretion of Whats Local Today. Whats Local Today may also refuse to perform any task on the grounds that such task is prohibited under any contract to which we are party.
  11. You understand and acknowledge that Whats Local Today by itself does not sell or provide any such Items. Whats Local Today is not responsible for the quality, merchantability or fitness of such Items. Accordingly, in the event of any grievances arising from the transaction initiated by You on the Platform pertaining to purchase or sale of any product from any Merchant, You may contact Whats Local Today support for routing your grievances to the Merchant through the Platform.
  12. You hereby acknowledge that if You have any complaint with respect to the Whats Local Today Services, You will first inform Whats Local Today in writing within 24 (twenty four) hours of using such Whats Local Today Services.
  1. User Information
  1. You are solely responsible for and in control of the information You provide to us. Compilation of User Accounts and User Account bearing contact number and e-mail addresses are owned by Whats Local Today. Further, You understand and agree that certain information will be case sensitive and must be handled with a prudent care.
  2. In the case where the Platform is unable to establish unique identity of the User against a valid mobile number or e-mail address, the Account shall be indefinitely suspended. Whats Local Today reserves the full discretion to suspend a User's Account in the above event and does not have the liability to share any Account information whatsoever.

 

  1. Payment Terms
  1. Purchase Services: While initiating a request for a Purchase Service, You shall pay for the price of the Items You require the Delivery Partners to deliver to You from the Tied Up Merchant. The transaction for the Purchase Service will be initiated on the Platform once You have completed the payment for the same on the Platform. In certain exceptional circumstances, if the purchase price of the Item is not available on the Platform, You shall be required to pay the purchase price of the Item, through the Platform, as may be communicated to You by the Delivery Partner, prior to the Delivery Partner undertaking Purchase Service.
  2. Delivery Services: While availing Delivery Service, You shall pay the purchase price of the Item through the Platform, as may be communicated to You by the Delivery Partner on behalf of the Non-Tied up Merchant. Only upon processing such agreed amount via Platform, shall the Delivery Partner purchase the Item on Your behalf.
  3. Pick Up and Drop Off Services: While initiating a request for a Pick Up and Drop Off Service, You shall pay the service fees for availing the Pick Up and Drop Off Service, as may be displayed to You on the Platform. Only upon making such payment will the Delivery Partner initiate the Pick Up and Drop of Service.
  4. Bike Taxi Service: While initiating a request for a Bike Taxi Services on the Platform, You shall pay the service fees for availing the Bike Taxi Services, as may be displayed to You on the Platform. Only upon making such payment will you be eligible to avail the Bike Taxi Service.
  5. Bike Pool Service: While initiating a request for a Bike Pool Services on the Platform, You shall pay such fare (calculated basis journey distance and time) for availing the Bike Pool Services, as may be displayed to You on the Platform. Only upon making such payment will you be eligible to avail the Bike Pool Servic
  6. Service Fees: With respect to Delivery Services and Purchase Services, You will be charged a separate service fees ("Service Fees"). The Service Fees shall be paid prior to availing any of the Whats Local Today Services.
  7. You agree that Whats Local Today may use certain third-party vendors and service providers, including payment gateways, to process the payments made by You on the Platform.
  1. Rating
  1. You agree that:
    1. After completion of a transaction on the Platform, the Platform will prompt the User with an option to provide a rating and comments about the Delivery Partner (with respect to the services performed by the Delivery Partner) and Merchants (with respect to the Items sold/provided by them); and
    2. The Delivery Partner and the Tied-Up Merchants may also be prompted to rate You on the Platform. Based upon such Delivery Partner and Merchant ratings, Your rating score on the Platform will be determined and displayed.
  2. Whats Local Today and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Whats Local Today and its affiliates without attribution to or approval of Users and You hereby consent to the same. Whats Local Today and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Whats Local Today’s or its affiliates’ content policies.
  3. Location: You acknowledge and agree that Your geo-location information is required for You to avail the Whats Local Today Services and initiate transactions on the Platform. You acknowledge and hereby consent to the monitoring and tracking of Your geo-location information. In addition, Whats Local Today may share Your geo-location information with Delivery Partners and Merchants (as the case maybe).

PART B - SPECIFIC TERMS FOR WHATS LOCAL TODAY SERVICES

  1. Cancellation and Refund
  1. Whats Local Today shall confirm and initiate the execution of the transaction initiated by You upon receiving confirmation from You for the same. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may have to pay a cancellation fee for transactions initiated on the Platform for which work has already been commenced by the Delivery Partner or the Merchant, as the case may be. With respect to work commenced by Merchants the cancellation fee will be charged to You which will be in accordance with the cancellation and refund policies of such Merchants.
  2. Whats Local Today may cancel the transaction initiated by You on the Platform, if:
    1. The designated address to avail the Whats Local Today Services provided by You is outside the service zone of Whats Local Today;
    2. Failure to get your response via phone or any other communication channel at the time of confirmation of the order booking;
    3. The transaction involves supply/delivery/purchase of any material good that is illegal, offensive or violative of the Terms of Use;
    4. If the transaction involves the purchase of medicines for which a medical prescription prescribed by a medical practitioner is required and for which You have not provided such medical prescription or provided an invalid medical prescription;
    5. Information, instructions and authorisations provided by You is not complete or sufficient to execute the transaction initiated by You on the Platform;
    6. If in case of tied-up Merchants, the Tied-Up Merchant outlet is closed;
    7. If a Delivery Partner is not available to perform the services, as may be requested;
    8. If any Item for which You have initiated the transaction is not in stock with the Merchant;
    9. If the transaction cannot be completed for reasons not in control of Whats Local Today.
  3. You shall only be able to claim refunds for transactions initiated by You only if You have already pre-paid the fees with respect to such transaction. Subject to relevant Merchant’s refund policy and in accordance therein, You shall be eligible to get the refund in the following circumstances:
  1. Your package has been tampered or damaged at the time of delivery, as determined by Whats Local Today basis the parameters established by Whats Local Today in its sole discretion;
  2. If the wrong Item has been delivered to You, which does not match with the Item for which You had initiated a transaction on the Platform;
  3. Whats Local Today has cancelled the order because of any reason mentioned under Para 6 (b) above;
  4. All decisions with respect to refunds will be at the sole discretion of Whats Local Today and in accordance with Whats Local Today’s internal refund policy (Refund Metrix) and the same shall be final and binding. All refunds initiated by Whats Local Today shall be refunded to the financial source account from which, You have initiated the transaction on the Platform.
  1. Pick Up and Drop Off Services
  1. As a part of the Whats Local Today Services, Whats Local Today also gives You an option to avail the Pick Up and Drop Off Services being provided by the Delivery Partners;
  2. You can initiate a transaction on the Platform by which You may (through the help of a Delivery Partner) send packages at a particular location. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Whats Local Today merely acts as a technology platform to facilitate transactions initiated on the Platform and Whats Local Today does not assume any responsibility or liability for any form of deficiency of services on part of the Delivery Partner;
  3. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, depending upon the availability of Delivery Partner around Your area, Whats Local Today will assign a Delivery Partner to You. The Delivery Partner shall pick up the Item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as an agent of You and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location has been added by You voluntarily and such information will be used for the Whats Local Today Services and shall be handled by Whats Local Today in accordance with the terms of its Privacy Policy;
  4. You agree that You shall not request for a Pick Up and Drop Off Services for Items which are illegal, hazardous, dangerous, or otherwise restricted or constitute Items that are prohibited by any statute or law or regulation or the provisions of this Terms of Use;
  5. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through registered Delivery Partner, and that such contents are legal and within limits of transportation under any applicable laws. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws);
  6. You are also aware that the Delivery Partner may choose to perform the Pick Up and Delivery Services requested by You;
  7. You also agree that, upon becoming aware of the commission any offence by You or Your intention to commit any offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any Item(s) restricted under applicable law, the Delivery Partner may report such information to Whats Local Today or to the law enforcement authorities.

 

  1. Whats Local Today Wallet, Google Pay Offer, Paytm Offer and Amazon Pay Offer shall hereinafter be referred to as "Offer".
  2. You hereby agree and acknowledge that the Offers are being extended by Whats Local Today at its sole independent discretion and nothing shall entitle You to any of the Offers. You shall read the terms and conditions of the Offers carefully before availing them.

 

PART C: GENERAL TERMS OF USE

  1. Eligibility to Use
  1. The Whats Local Today Services are not available to minors i.e. persons under the age of 18 (eighteen) years or to any Users suspended or removed by Whats Local Today from accessing the Platform for any reason whatsoever. You represent that You are of legal age to form a binding contract and are not a person barred from receiving using or availing Whats Local Today Services under the applicable laws.
  2. Whats Local Today reserves the right to refuse access to the Platform, at any time to new Users or to terminate or suspend access granted to existing Users at any time without according any reasons for doing so.
  3. You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purposing of creating an account with the Platform.

 

  1. User Account, Password, and Security
  1. In order to use the Platform and avail the Whats Local Today Services, You will have to register on the Platform and create an account with a unique user identity and password ("Account"). If You are using the Platform on a compatible mobile or tablet, You will have to install the application and then proceed with registration.
  2. You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to
      1. Immediately notify Whats Local Today of any unauthorized use of Your Account information or any other breach of security, and
      2. [ensure that You exit from Your Account at the end of each session.] Whats Local Today cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Whats Local Today or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another User’s Account information for using the Platform is expressly prohibited.
  1. Representations and Warranties
  1. Subject to compliance with the Terms of Use, Whats Local Today grants You a non-exclusive, limited privilege to access and use this Platform and the Whats Local Today Services.
  2. You agree to use the Platform only:
  1. For purposes that are permitted by this Terms of Use; and
  2. In accordance with any applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Platform by Whats Local Today or Delivery Partner(s) or Merchants or other Users.
  1. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Whats Local Today Services.
  2. You represent and warrant that You are legally authorised to view and access the Platform and avail the Whats Local Today Services.
  3. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Whats Local Today. You shall not use any deep-link, 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 in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Whats Local Today Property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.
  4. You acknowledge and agree that by accessing or using the Platform, You may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Whats Local Today disclaims all liabilities arising in relation to such offensive content on the Platform.
  5. Further, You undertake not to:
  1. Defame, abuse, harass, threaten or otherwise violate the legal rights of others;
  2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;
  3. Do any such thing that may harms minors in any way;
  4. Copy, republish, post, display, translate, transmit, reproduce or distribute any Whats Local Today Property through any medium without obtaining the necessary authorization from Whats Local Today;
  5. Conduct or forward surveys, contests, pyramid schemes or chain letters;
  6. Upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;
  7. Upload or distribute files or documents or videos (whether live or pre-recorded) that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;
  8. Engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);
  9. Attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Whats Local Today server, or through the Platform, by hacking, password mining or any other illegitimate means;
  10. 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, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;
  11. Disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;
  12. Collect or store data about other Users, Merchants, Delivery Partner in connection with the prohibited conduct and activities set forth herein;
  13. Use any device or software 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;
  14. use the Platform or any material or Whats Local Today Property 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 which infringes the rights of the Company or other third parties;
  15. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
  16. Impersonate any other User, Merchant, Delivery Partner or person;
  17. Violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;
  18. Violate the Terms of Use contained herein or elsewhere;
  19. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting for any other nation; and
  20. Reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.
  1. You agree and acknowledge that the use of the Whats Local Today Services offered by Whats Local Today is at Your sole risk and that Whats Local Today disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.
  2. Without prejudice to the above, Whats Local Today makes no representation or warranty that the Whats Local Today Services will meet Your requirements.
  3. All materials/content on our Platform (except any third party content available on the Platform), including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, "Material") are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Whats Local Today. You acknowledge and agree that the Material is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platform, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose other than the purposes stated under this Terms of Use, by any person or entity, without Whats Local Today’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platform or any part of the Material for any purpose other than its intended purposes is strictly prohibited. Subject to the above restrictions under this Clause, Whats Local Today hereby grants You a non-exclusive, freely revocable (upon notice from Whats Local Today), non-transferable access to view the Material on the Platform.
  1. Intellectual Property Rights
  1. The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Whats Local Today ("Whats Local Today Property") and the design, structure, selection, co-ordination, expression, look and feel and arrangement of such Whats Local Today Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Whats Local Today Property without the prior written consent of Whats Local Today.
  2. The trademarks, logos and service marks displayed on the Platform ("Marks") are the property of Whats Local Today, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Whats Local Today or such third party as may be applicable.
  1. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

  1. The Platform and Whats Local Today Property, Whats Local Today Services are provided by Whats Local Today on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Whats Local Today makes no warranty that
  1. The Platform, Whats Local Today Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free;
  2. The quality of the Platform will meet Your expectations; or
  3. Any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Whats Local Today shall create any warranty not expressly stated in the Terms of Use.
  1. Whats Local Today will have no liability related to any User content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Whats Local Today also disclaims all liability with respect to the misuse, loss, modification or unavailability of any User content.
  2. Whats Local Today will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.
  3. Whats Local Today shall not be responsible for the delay or inability to use the Platform, Whats Local Today Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Whats Local Today shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Whats Local Today's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.
  1. Indemnification and Limitation of Liability
  1. You agree to indemnify, defend and hold harmless Whats Local Today and its affiliates including but not limited to its officers, directors, consultants, agents and employees ("Indemnitees") from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Whats Local Today Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of the Terms of Use, or Your violation of any rights of another, including any intellectual property rights.
  2. In no event shall the Indemnitees, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Whats Local Today Property on the Platform.
  3. Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Whats Local Today Services.
  4. Subject to applicable laws, in no event will Whats Local Today or its employees aggregate liability, arising from or related to the Whats Local Today Services or the use of the Platform shall not exceed INR 100 for any and all causes of actions brought by You or on behalf of You.
  5. The Platform and the Whats Local Today Services are only available to Users located in India. Users shall not access or use the Platform from any other jurisdiction except for India. If a User access or uses the Platform from any other jurisdiction except for India, the User shall be liable to comply with all applicable laws and Whats Local Today shall not be liable for the same, whatsoever.
  1. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company/Client, as the case may be, for which monetary damages would be inadequate, and You consent to the Company/Client obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company/Client may have at law or in equity. If Company/Client takes any legal action against You as a result of Your violation of these Terms of Use, they will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

 

  1. Additional Terms

We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of this Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

 

  1. Link to Third Parties
  1. The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Whats Local Today shall not be responsible for examining or evaluating such third party websites, and Whats Local Today does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Whats Local Today does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such third-party websites, You should review the applicable terms of use and policies for such third party websites. If You decide to access any such linked third party website, You do so at Your own risk.

 

  1. Term and Termination
  1. The Terms of Use will continue to apply until terminated by either You or Whats Local Today as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Whats Local Today Services, Your only recourse is to
  1. Close Your Account on the Platform by writing to Us at accountdelete@Whats Local Today.in; and/or
  2. Stop accessing the Platform. Whats Local Today will make Your account dormant upon receipt of request in writing.

Whats Local Today may, in its sole discretion, bar your use of the Whats Local Today Services at any time, for any or no reason. Even after your account with Whats Local Today is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use.

  1. The Company may delist You or block Your future access to the Platform or suspend or terminate Your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.
  2. Notwithstanding anything in this clause, these Terms of Use will survive indefinitely unless and until Whats Local Today chooses to terminate them.
  3. You hereby agree and acknowledge, upon termination, Whats Local Today shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

 

  1. Governing Law

This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at DELHI.

 

  1. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@whatslocal.today.  In case You have any queries with respect to the Terms or the Whats Local Today Services, please write to Us at feedback@whatslocal.today.

  1. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Whats Local Today, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Whats Local Today Service.

 

  1. General
  1. Amendments: Whats Local Today reserves the unconditional right to modify or amend this Terms of Use without any requirement to notify You of the same. You can determine when this Terms of Use was last modified by referring to the "Last Updated" legend above. It shall be Your responsibility to check this Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.
  2. Notice: All notices from Whats Local Today will be served by email to Your registered email address or by general notification on the Platform.
  3. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Whats Local Today’s rights under the Terms of Use are freely transferable by Whats Local Today to any third party without the requirement of informing You or seeking Your consent.
  4. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.
  5. Waiver: Any failure by Whats Local Today to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Whats Local Today of that provision or right.
  6. Integration: These Terms of Use together with Whats Local Today’s Privacy Policy and any other legal notices, communications published by Whats Local Today on its Platform, and any other agreements executed between You and Whats Local Today shall constitute the entire agreement between you and Whats Local Today concerning its Platform, Whats Local Today Services and governs Your use of the Platform and Whats Local Today Service, superseding any prior agreements between You and Whats Local Today with respect to the Platform and Whats Local Today Service.
  7. IP Infringement: If You believe the Platform violates Your intellectual property, You must promptly notify Whats Local Today in writing at [legal@whatslocal.today]. These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:
  1. The intellectual property that You believe is being infringed;
  2. The item that You think is infringing and include sufficient information about where the material is located on the Platform;
  3. A statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
  4. Your contact details, such as Your address, telephone number, and/or email;
  5. A statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and
  6. Your physical or electronic signature.

 

Whats Local Today Wallet - Terms and Conditions

 

The following terms and conditions are applicable to Whats Local Today Wallet ("Whats Local Today Wallet T&C"). These Whats Local Today Wallet T&Cs are in addition to and will be read with the User Terms and Conditions available here ("User Terms and Conditions"). The Whats Local Today Wallet T&C may be amended at the discretion of Whats Local Today Network Private Limited ("Whats Local Today") and such amended terms will be posted here. Please review these Whats Local Today Wallet T&Cs from time to time.

 

  1. Whats Local Today Wallet is a form of redemption points given by Whats Local Today for its users on the Whats Local Today App and is offered either at the time of joining Whats Local Today App, through the referral programme ("Referral program") or through any other mode as may be indicated by Whats Local Today.
  2. The quantum of Whats Local Today Wallet issued, the maximum amount of Whats Local Today Wallet that can be used per order and the validity of Whats Local Today Wallet may vary from time to time and will be indicated to a user on their respective Whats Local Today App.
  3. Whats Local Today Wallet cannot be converted into actual currency or be withdrawn or transferred to another user in any way.
  4. Whats Local Today Wallet is to be used by users personally. Whats Local Today Wallet cannot be used for business or corporate purposes. Exploiting the use of Whats Local Today Wallet or assisting others to exploit Whats Local Today Wallet is strictly prohibited, and will result in suspension/termination from use of Whats Local Today Wallet and Whats Local Today App. Users must not refer themselves or create multiple, fictitious or fake accounts with Whats Local Today. In addition, users and their referees cannot
      1. Use Whats Local Today Wallet to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed unfair, disruptive, harassing, harmful, illegal;
      2. Collect or harvest any personally identifiable information from the referral program; or
      3. Use any system, bot or other device to participate or receive any benefit through the referral programme.
  5. Whats Local Today Wallet may not be redeemed for cash. It is not transferable and may not be auctioned, traded, bartered or sold.
  6. Whats Local Today Wallet may not be applicable for certain services and in certain geos, as per the independent discretion of Whats Local Today. Currently, Whats Local Today Wallet cannot be redeemed against Pillion, Bike Pool, Pickup and Drop Services, Others task. Whats Local Today shall notify to the users, in case of any updates to the services or geos that cannot be redeemed for Whats Local Today Wallet. Whats Local Today Wallet may also not be applicable on certain items made available by a Merchant. These restricted items will be indicated to the user on the Whats Local Today App.
  7. Whats Local Today Wallet cannot be clubbed with any other discount or offer run on the Whats Local Today App.
  8. In case of any issue pertaining to the quantum of Whats Local Today Wallet, usage of Whats Local Today Wallet etc., the independent decision made by Whats Local Today shall be final and binding. Further, in the event, the Company has reasons to believe, that a user has acted fraudulently for availing Whats Local Today Wallet or has used Whats Local Today Wallet in a manner inconsistent with these Whats Local Today Wallet T&Cs, Whats Local Today shall upon investigation have the right to suspend the user. Further, pending investigation, the user shall not be entitled to use Whats Local Today Wallet available with them.
  9. Whats Local Today reserves the right to terminate Whats Local Today Wallet or modify these Whats Local Today Wallet T&Cs and/or benefits at any point in time, without any reason or without notice to users. This wouldn’t affect the Whats Local Today Wallet already issued to users. Whats Local Today reserves the right to disqualify any user at any time from using Whats Local Today Wallet if there are reasons to believe that such user has violated any of these Whats Local Today Wallet T&C or the User Terms and Conditions.
  10. These Whats Local Today Wallet T&C shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles. Disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts at DELHI.

 

Whats Local Today Referral Programme – Terms and Conditions

 

  1. Whats Local Today Referral Programme is a reward program initiated by Whats Local Today Network Private Limited (“Whats Local Today”) for encouraging Eligible Users to refer the Whats Local Today App to their friends and family against Whats Local Today Wallet.
  2. Each Eligible User (“Referee”) is provided with a referral code, which he/she may choose to share with people known to them personally and have consented to receive such referral code.
  3. Each new user (“Referred”) downloading the Whats Local Today App shall receive Whats Local Today Wallet upon them entering the referral code shared by the Referee.
  4. A Referee shall receive Rs. 50 in their Whats Local Today Wallet upon the Referred using the Whats Local Today App within the first 7 (seven) days of the Referred downloading the Whats Local Today App for a task not less than INR 100 (Indian Rupees One Hundred only).
  5. Each Referee can refer up to a maximum of 10 users.
  6. Users must refer and distribute the referral codes only to people known to them personally and have consented to receive such referral code. Users must not send bulk and spam emails to distribute the referral code nor must users post it on any public platform for distribution to strangers. Any violation of these terms will immediately lead to disqualification of use of the Whats Local Today App in addition to exposure to further legal action.
  7. Upon a Referee reaching the maximum number of referrals, the referral code shall become invalid.
  8. For the purpose of these terms and conditions “Eligible User” shall mean such users as may be indicated by Whats Local Today from time to time.
  9. In case of any issue pertaining to the eligibility to refer or be referred, the independent decision made by Whats Local Today shall be final and binding. For any issue pertaining to receipt of Whats Local Today Wallet, please write to support@whatslocal.today    
  10. Company reserves the right to terminate the Whats Local Today Referral Programme or modify these terms at any point in time, without notice to users. This wouldn’t affect the benefits already availed by such user.
  11. These terms are in addition to and not a substitution for the terms and conditions on the Whats Local Today App / website or other product(s) / service(s) specific terms and conditions. Further, these terms shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts at DELHI.

 

Partner Terms

 

This Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing transportation and logistics services (“Customer”) and FULL NAME OF THE COMPANY - WHATS LOCAL TODAY, a private limited company registered under the Companies Act, 2013, having its offices at COMPLETE ADDRESS OF WHATS LOCAL TODAY, India, (“Whats Local Today”).

 

Whats Local Today provides the Whats Local Today Services (as defined below) for the purpose of providing lead generation to transportation and logistics services providers. The Whats Local Today Services enables an authorized transportation and/or logistics provider to seek, receive and fulfil requests for item(s)/package(s) pick-up and drop, purchase of item(s) from outlets in the Territory or other person(s)/service provider(s), facilitate other logistic services, including transportation services from an authorized user of Whats Local Today’s mobile application.

 

Customer is authorized to provide transportation and logistics services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Whats Local Today Services to enhance its independent transportation and/or logistics business, as is applicable.

 

Customer acknowledges and agrees that Whats Local Today is a technology services provider that does not provide transportation or logistics or delivery services, function as a transportation/logistics carrier, nor operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers.

 

In order to use the Whats Local Today Services, Customer must agree to the terms and conditions that are set-forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Whats Local Today shall be bound by the terms and conditions set-forth herein.

 

        1. Definitions
    1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
    2. “City Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-­specific terms, as made available and as updated by Whats Local Today from time to time.
    3. “Device” means a Whats Local Today Device or Driver-­Provided Device, as the case may be.
    4. “Driver” means a principal, employee or contractor of Customer: (a) who meets the then - current Whats Local Today requirements to be an active driver using the Whats Local Today Services; (b) whom Whats Local Today authorizes to access the Whats Local Today Services to provide Transportation and/or Logistics Services on behalf of Customer; and (c) who has entered into the Driver Addendum.
    5. “Driver ID” means the identification and password key assigned by Whats Local Today to a Driver that enables a Driver to use and access the Whats Local Today Partner App.
    6. “Driver Addendum” means the terms and conditions that Customer is required to enter into with a Driver prior to such Driver providing Transportation and/or Logistics Services on behalf of Customer (as may be updated by Whats Local Today from time to time).
    7. “Whats Local Today Partner App” means Whats Local Today’s mobile application that enables independent contractor couriers to access the Whats Local Today Services for the purpose of seeking, receiving and fulfilling on-­demand requests for on-demand delivery services by Users, as may be updated or modified by Whats Local Today at its discretion from time to time.
    8. “Whats Local Today Data” means all data related to the access and use of the Whats Local Today Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation and/or Logistics Services via the Whats Local Today Services and the Driver App, and the Driver ID.
    9. “Whats Local Today Device” means a mobile device owned or controlled by Whats Local Today that may be provided to Customer or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation and/or Logistics Services and for no other purpose whatsoever.
    10. “Whats Local Today Services” mean Whats Local Today’s electronic services rendered via a digital technology platform, being on-­demand intermediary and related services that enable transportation and/or logistics providers to seek, receive and fulfil on-­demand requests for transportation and/ or logistics services by Users seeking such transportation and/ or logistics services; such Whats Local Today Services include access to the Driver App and Whats Local Today’s related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by Whats Local Today at its discretion from time to time.
    11. “Fare” has the meaning set forth in Section 4.1.
    12. “Logistics Services” has the meaning set forth in Section3.1.
    13. “App On-boarding Fee” shall mean the one-time amount charged by Whats Local Today on the Customer at the time of on-boarding onto the Whats Local Today App.
    14. “Service Fee” has the meaning set forth in Section 4.4.
    15. “Transportation/Logistics Services” has the meaning set forth in Section3.1.
    16. “Territory” means the city or metro areas in the territory of India which Customer and its Drivers are enabled by the Driver App to receive requests for Transportation and/or Logistics Services.
    17. “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including innercity congestion, environmental or similar charges as reasonably determined by the Whats Local Today Services based on available information.
    18. “User” means an end user authorized by Whats Local Today to use Whats Local Today’s mobile application for the purpose of obtaining Transportation and/or Logistics Services offered by Whats Local Today’s transportation and/or logistics provider customers.
    19. “User Information” means information about a User made available to Customer or a Driver in connection with such User’s request for and use of Transportation and/or logistics Services, which may include the User’s name, pickup location, contact information and photo.
    20. “Vehicle” means any vehicle of Customer that: (a) meets the then-current Whats Local Today requirements for a vehicle on the Whats Local Today Services; and (b) Whats Local Today authorizes for use by a Driver for the purpose of providing Transportation and/or Logistics Services on behalf of Customer.
        1. Use of the Whats Local Today Services
          1. “Driver IDs”. Whats Local Today will issue Customer a Driver ID for each Driver providing Transportation and/or logistic Services to enable Customer and each Driver to access and use the Driver App on a Device in accordance with the Driver Addendum and this Agreement. Customer agrees that it will, and that it will ensure that its Drivers will, maintain Driver IDs in confidence and not share Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing Transportation and/or logistics Services. Customer will immediately notify Whats Local Today of any actual or suspected breach or improper use or disclosure of a Driver ID or the Driver App.
          2. Provision of Transportation and/or Logistics Services. When the Driver App is active, User requests for Transportation and/or Logistics Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts a User’s request for Transportation and/or Logistics Services, the Whats Local Today Services will provide certain User Information to such Driver via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the Whats Local Today mobile application and Customer’s and Driver(s) Transportation and/or Logistics Services, it is recommended that the Driver wait at least ten (10) minutes for a User to show up at the requested pick-up location. It is also recommended that the Driver understands the local regulation(s), including the minimum age and purchase quantity condition(s) with respect to the purchase and/or delivery of alcoholic beverages, item(s) containing tobacco including any other restricted item(s) under applicable law. The Driver will obtain the destination and/or the purchase outlet detail(s) from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination and/or the purchase outlet via Whats Local Today’s mobile application. Customer acknowledges and agrees that once a Driver has accepted a User’s request for Transportation and/or Logistics Services, Whats Local Today’s mobile application may provide certain information about the Driver to the User, including the Driver’s first name, contact information, Customer entity name, location, and the Driver’s Vehicle’s make, license plate number, as is applicable. Customer shall not, and shall ensure that all Drivers do not, contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Transportation and/or Logistics Services. As between Whats Local Today and Customer, Customer acknowledges and agrees that: (a) Customer and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation and/or Logistics Services; and (b) except for the Whats Local Today Services or any Whats Local Today Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Transportation and/or Logistics Services.
          3. “Customer’s Relationship with Users”. Customer acknowledges and agrees that Customer’s provision of Transportation and/or Logistics Services to Users creates a legal and direct business relationship between Customer and the User, to which Whats Local Today is not a party. Whats Local Today is not responsible or liable for the actions or inactions of a User in relation to the activities of Customer, a Driver or any Vehicle. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation and/or Logistics Services. Customer acknowledges and agrees that it and each Driver are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that Whats Local Today may release the contact and/or insurance information of Customer and/or a Driver to a User upon such User’s reasonable request. Customer acknowledges and agrees that, unless specifically consented to by a User, neither Customer nor Driver may transport or allow alongside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation and/ or Logistics Services for such User. Customer acknowledges and agrees, and shall ensure that its Drivers agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
          4. “Customer’s Relationship with Whats Local Today”. Customer acknowledges and agrees that Whats Local Today’s provision to Customer of the Driver App and the Whats Local Today Services creates a legal and direct business relationship between Whats Local Today and Customer. Whats Local Today does not, and shall not be deemed to, director control Customer or its Drivers generally or in their performance under this Agreement specifically, including in connection with the operation of Customer’s business, the provision of Transportation and/or Logisitics Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Customer and its Drivers retain the sole right to determine when and for how long each of them will utilize the Driver App or the Whats Local Today Services. Customer and its Drivers retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation and/or Logistics Services via the Whats Local Today Services, or to cancel an accepted request for Transportation and/or the Logiatics Services via the Driver App, subject to Whats Local Today’s then-current cancellation policies. Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation and/or Logistics Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide Transportation and/or Logistics services to its existing customers and to use other software application services in addition to the Whats Local Today Services. Whats Local Today retains the right to, at any time in Whats Local Today's sole discretion, deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Whats Local Today Services in the event of a violation of this Agreement, a violation of a Driver Addendum, Customer‘s or any Driver’s disparagement of Whats Local Today or any of its Affiliates, Customer’s or any Driver’s act or omission that causes harm to Whats Local Today’s or its Affiliates’ brand, reputation or business as determined by Whats Local Today in its sole discretion. Whats Local Today also retains the right to deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Whats Local Today Services for any other reason at the sole and reasonable discretion of Whats Local Today.
          5. “Customer’s Relationship with Drivers”. Customer shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation and/or Logistics Services). Customer acknowledges and agrees that it exercises sole control over the Drivers and will comply with all applicable laws (including tax and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding Customer’s right, if applicable, to take recourse against a Driver, Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Drivers vis-à-vis Users and Whats Local Today, even where such liability may not be mandated under applicable law. Customer shall require each Driver to enter into a Driver Addendum (as may be updated from time to time) and shall provide a copy of each executed Driver Addendum to Whats Local Today. Customer acknowledges and agrees that Whats Local Today is a third party beneficiary to each Driver Addendum, and that, upon a Driver’s execution of the Driver Addendum (electronically or otherwise), Whats Local Today will have the irrevocable right (and will be deemed to have accepted the right unless it is rejected promptly after receipt of a copy of the executed Driver Addendum) to enforce the Driver Addendum against the Driver as a third party beneficiary thereof.
          6. Ratings.
              1. Customer acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by Whats Local Today’s mobile application to provide a rating of such Transportation and/or Logistics Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Customer shall instruct all Drivers to provide ratings and feedback in good faith.
              2. Customer acknowledges that Whats Local Today desires that Users have access to high-quality services via Whats Local Today’s mobile application. In order to continue to receive access to the Driver App and the Whats Local Today Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Whats Local Today for the Territory, as may be updated from time to time by Whats Local Today in its sole discretion (“Minimum Average Rating”). In the event a Driver’s average rating falls below the Minimum Average Rating, Whats Local Today will notify Customer and may provide the Driver in Whats Local Today’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), Whats Local Today reserves the right to deactivate such Driver’s access to the Driver App and the Whats Local Today Services. Additionally, Customer acknowledges and agrees that repeated failure by a Driver to accept User requests for Transportation and/or Logistics Services while such Driver is logged in to the Driver App creates a negative experience for Users of Whats Local Today’s mobile application. Accordingly, Customer agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation Services for a period of time, such Driver will log off of the Driver App.
              3. Whats Local Today and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of Whats Local Today and its Affiliates without attribution to or approval of Customer or the applicable Driver. Customer acknowledges that Whats Local Today and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that Whats Local Today and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Whats Local Today’s or its Affiliates’ content policies.
          7. Devices.
            1. Whats Local Today encourages Customer to use Driver-Provided Devices for providing the Transportation Services. Otherwise, Whats Local Today will supply Customer upon request with Whats Local Today Devices to each authorized Driver and provide the necessary wireless data plan for such Devices, provided that Whats Local Today will require reimbursement from Customer for the costs associated with the wireless data plan of each Whats Local Today Device and/or request a deposit for each Whats Local Today Device. Customer acknowledges and agrees that: (a) Whats Local Today Devices may only be used for the purpose of enabling Driver access to the Whats Local Today Services; and (b) Whats Local Today Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than the Driver assigned to use such Whats Local Today Device. Whats Local Today Devices shall at all times remain the property of Whats Local Today, and upon termination of this Agreement or the termination or deactivation of a Driver, Customer agrees to return to Whats Local Today the applicable Whats Local Today Devices within ten (10) days. Customer acknowledges and agrees that failure to timely return any Whats Local Today Devices, or damage to Whats Local Today Devices outside of “normal wear and tear,” will result in the forfeiture of related deposits.
            2. If Customer elects to use any Driver-Provided Devices: (i) Customer and/or its Drivers are responsible for the acquisition, cost and maintenance of such Driver-Provided Devices as well as any necessary wireless data plan; and (ii) Whats Local Today shall make available the Driver App for installation on such Driver-Provided Devices. Whats Local Today hereby grants the authorized user of any Driver-Provided Device a personal, non-exclusive, non-transferable user right to install and use the Driver App on a Driver-Provided Device solely for the purpose of providing Transportation and/or Logistics Services. Customer agrees to not, and shall cause each applicable Driver to not, provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and Driver will delete and fully remove the Driver App from the Driver-Provided Device in the event that Customer and/or the applicable Driver ceases to provide Transportation and/or Logistics Services using the Driver-Provided Device. Customer agrees, and shall inform each applicable Driver that: (i) use of the Driver App on a Driver-Provided Device requires an active data plan with a wireless carrier associated with the Driver-Provided Device, which data plan will be provided by either Customer or the applicable Driver at their own expense; and (ii) use of the Driver App on a Driver-Provided Device as an interface with the Whats Local Today Services may consume very large amounts of data through the data plan. Whats Local Today advises that Driver-Provided Devices should only be used under a data plan with unlimited or very high data usage limits, and Whats Local Today shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
          8. Location Based Services. Customer acknowledges and agrees that each Driver’s geo-location information must be provided to the Whats Local Today Services via a Device in order to provide Transportation and/or Logistics Services. Customer acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the Driver’s geo-location information will be monitored and tracked by the Whats Local Today Services when the Driver is logged into the Driver App and available to receive requests for Transportation and/ or Logistics Services, or when the Driver is providing Transportation and/ or Logistics Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation and/ or Logistics Services to such User. In addition, Whats Local Today may monitor, track and share a Driver’s geo-location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Whats Local Today’s products and services.
        2. Drivers and Vehicles
                1. Driver Requirements: Customer acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Driver that are necessary to provide passenger transportation services to third parties in the Territory and/or logistic services, involving the purchase of item(s) third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation and/or Logistics Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Customer acknowledges and agrees that each Driver may be subject to certain background and driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, Transportation and/or Logistics Services. In addition if Customer and/or Driver are using the Whats Local Today App to provide Transportation and/or Logistics Services in conjunction with operating a vehicle which enables passenger(s) to be ferried (“Transportation and/or Logistics Services”), such Customer and/or Driver shall comply with all applicable laws with respect thereto. Customer acknowledges and agrees that Whats Local Today reserves the right, at any time in Whats Local Today's sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Driver App or the Whats Local Today Services if Customer or such Driver fails to meet the requirements set forth in this Agreement or the Driver Addendum.
                2. Vehicle Requirements: Customer acknowledges and agrees that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle and/or Vehicle to transport Item(s) purchased in the Territory; (b) owned or leased by Customer, or otherwise in Customer’s lawful possession; (c) suitable for performing the passenger transportation service and/or Vehicle to transport item(s) as contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
                3. Documentation:To ensure Customer’s and each of its Drivers’ compliance with all requirements in Sections 3.1 and 3.2 above, Customer must provide Whats Local Today with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to Customer’s and the applicable Drivers’ provision of any transportation services and/or logistic services. Thereafter, Customer must submit to Whats Local Today written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Whats Local Today shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Customer’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Whats Local Today reserves the right to independently verify Customer's and/or any Driver’s documentation from time to time in any way Whats Local Today deems appropriate in its reasonable discretion.
        3. Financial Terms
                  1. Fare Calculation and Customer Payment: Customer is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Whats Local Today Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by Whats Local Today using location-based services enabled through the Device) and/or time amounts, for the applicable Territory (“Fare Calculation”). Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation and/or Logistics Services, if applicable. Customer:
                  2. Appoints Whats Local Today as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the Whats Local Today Services; and
                  3. Agrees that payment made by User to Whats Local Today shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and Whats Local Today, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to:
                  4. Charge a fare that is less than the pre-arranged Fare; or
                  5. Negotiate, at Customer’s request, a Fare that is lower than the pre-arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). Whats Local Today shall consider all such requests from Customer in good faith. Whats Local Today agrees to remit to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may be deducted from the Fare prior to remittance to Customer (e.g., App On-boarding Fee(s) etc.), the order of those deductions from the Fare to be determined exclusively by Whats Local Today. Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing two-wheeler taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; and (y) in some jurisdictions, Users may pay such Customer or Driver directly rather than through Whats Local Today's mobile application (Whats Local Today will notify Customer if (y) is applicable in its Territory).
                  6. Changes to Fare Calculation: Whats Local Today reserves the right to change the Fare Calculation at any time in Whats Local Today’s discretion based upon local market factors, and Whats Local Today will provide notice to Customer in the event of such change that would result in a change in the recommended Fare. Continued use of the Whats Local Today Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change.
                  7. Fare Adjustment. Whats Local Today reserves the right to:
                  8. Adjust the Fare for a particular instance of Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the Whats Local Today Services, etc.); or
                  9. Cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). Whats Local Today’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.
                  10. Service Fee: In consideration of Whats Local Today’s provision of the Whats Local Today Services, the Customer may pay Whats Local Today a service fee on a per Transportation and/or Logistics Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by Whats Local Today from time to time for the applicable Territory (“Service Fee”). Unless regulations applicable to Customer’s Territory require otherwise, taxes will be calculated and charged on the Fare, and Whats Local Today shall calculate the Service Fee based on the Fare inclusive of such taxes. Whats Local Today reserves the right to change the Service Fee at any time in Whats Local Today’s discretion based upon local market factors, and Whats Local Today will provide notice to Customer in the event of such change. Continued use of the Whats Local Today Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay Whats Local Today a booking fee in consideration of Whats Local Today’s provision of the Driver App and the Whats Local Today Services.
                  11. Cancellation Charges: Customer acknowledges and agrees that Users may elect to cancel requests for Transportation and/or Logistics Services that have been accepted by a Driver via the Driver App at any time prior to the Driver’s arrival. In the event that a User cancels an accepted request for Transportation and/or Logistic Services, Whats Local Today may charge the User a cancellation fee on behalf of the Customer. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation and/or Logistics Services for the purpose of remittance to Customer hereunder (“Cancellation Fee”). The parties acknowledge that and agree that as between Customer and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to:
  1. Charge a cancellation fee that is less than the Cancellation Fee; or
  2. Negotiate, at Customer’s request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation and/or Logistics Services for the purpose of remittance to the Customer hereunder.
                  1. Receipts: As part of the Whats Local Today Services, Whats Local Today provides Customer a system for the delivery of receipts to Users for Transportation and/or Logistics Services rendered on the Whats Local Today Platform. Upon the completion of Transportation and/or Logistics Services for a User by a Driver, Whats Local Today prepares an applicable receipt and issues such receipt to the User via email on behalf of the Customer and applicable Driver. Such receipts are also provided via email or the online portal available to the Customer on the Whats Local Today Services. Receipts include the breakdown of amounts charged to the User for Transportation and/or Logistics Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information, as well as a map of the route taken by the Driver. Customer shall inform Drivers that any corrections to a User’s receipt for Transportation and/or Logistics Services must be submitted to Whats Local Today in writing within three (3) business days after the completion of such Transportation and/or Logistics Services. Absent such a notice, Whats Local Today shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
                  2. Platform Advertisement; Marketing: Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Whats Local Today and/or its Affiliates may seek to attract new Users to Whats Local Today and to increase existing Users’ use of Whats Local Today’s mobile application.
                  3. Taxes: Customer acknowledges and agrees that it is required to:
        1. Complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation Services as required by applicable law; and
        2. Provide Whats Local Today with all relevant tax information. Customer further acknowledges and agrees that Customer and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation and or Logistics Services. Notwithstanding anything to the contrary in this Agreement, Whats Local Today may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Customer’s and/or any Driver’s provision of Transportation and/or Logistics Services and/or provide any of the relevant tax information Customer and/or any Driver has provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on Customer’s and/or the applicable Driver’s behalf or otherwise.
        1. Proprietary Rights; License
  1. License Grant: Subject to the terms and conditions of this Agreement, Whats Local Today hereby grants Customer a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license, during the term of this Agreement, to use (and allows its Drivers to use) the Driver App in connection with the provision by Whats Local Today of the Whats Local Today Services solely for the purpose of providing Transportation and/or Logistics Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by Whats Local Today, its Affiliates and their respective licensors.
  2. Restrictions: Customer shall not, and shall not allow any other party to:
  1. License, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Whats Local Today Services, Driver App or any Whats Local Today Device in any way;
  2. Modify or make derivative works based upon the Whats Local Today Services or Driver App;
  3. Improperly use the Whats Local Today Services or Driver App, including creating Internet “links” to any part of the Whats Local Today Services or Driver App, “framing” or “mirroring” any part of the Whats Local Today Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Whats Local Today Services or Driver App;
  4. Reverse engineer, decompile, modify, or disassemble the Whats Local Today Services or Driver App, except as allowed under applicable law; or
  5. Send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the Whats Local Today Services or Driver App to:
  1. Design or develop a competitive or substantially similar product or service;
  2. Copy or extract any features, functionality, or content thereof;
  3. Launch or cause to be launched on or in connection with the Whats Local Today Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Whats Local Today Services; or
  4. Attempt to gain unauthorized access to the Whats Local Today Services or its related systems or networks.
  1. Ownership: The Whats Local Today Services, Driver App and Whats Local Today Data, including all intellectual property rights therein, and the Whats Local Today Devices are and shall remain the property of Whats Local Today, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the Whats Local Today Services, Driver App or Whats Local Today Data conveys or grants to Customer any rights:
    1. In or related to the Whats Local Today Services, Driver App or Whats Local Today Data, except for the limited license granted above; or
    2. To use or reference in any manner Whats Local Today’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Customer acknowledges Whats Local Today’s rights in its WHATS LOCAL TODAY family of trademarks and names, including WHATS LOCAL TODAY, alone and in combination with other letters, punctuation, words, symbols and/or designs, the WHATS LOCAL TODAY Logo and/or the WHATS LOCAL TODAY Pillion (“WHATS LOCAL TODAY Marks and Names”). Customer agrees it will not, and it will ensure that its Drivers do not, try to register or otherwise claim ownership in any of the WHATS LOCAL TODAY Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
        1. Confidentiality
  1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Whats Local Today Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
  2. Each party acknowledges and agrees that:
  1. All Confidential Information shall remain the exclusive property of the disclosing party;
  2. It shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;
  3. It shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
  4. It shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Whats Local Today, its internal record-keeping requirements).
  1. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
        1. Is or becomes part of the public domain through no act or omission on the part of the receiving party;
        2. Was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
        3. Is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
        4. Is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
        1. Privacy.

Subject to all applicable laws, Whats Local Today may provide to a third party any information (including personal data and any Whats Local Today Data) about Drivers provided hereunder if:

    1. There is a complaint, dispute or conflict, including an accident, between a Driver and a User;
    2. It is necessary to enforce the terms of the Agreement;
    3. It is required, in Whats Local Today’s or any Affiliate’s sole discretion, by applicable law or regulation;
    4. It is necessary, in Whats Local Today’s or any Affiliate’s sole discretion, to
      1. Protect the safety, rights, property or security of Whats Local Today, the Whats Local Today Services or any third party,
      2. detect, prevent or otherwise address fraud, security or technical issues, and/or
      3. Prevent or stop activity which Whats Local Today or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or
    5. It is required or necessary, in Whats Local Today’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the Whats Local Today Services. Customer understands that Whats Local Today may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. Whats Local Today processes personal data (including that referenced in Section 2.8 above) in accordance with its privacy policy located at https://www.whatslocal.today/en/content/privacy-policy

 

        1. Insurance
  1. Customer agrees to maintain during the term of this Agreement on all Vehicles operated by Customer and its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured.
  2. Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory.
  3. Customer agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.
  4. Customer shall add Whats Local Today (or any Affiliate which may be designated by Whats Local Today from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon Whats Local Today’s request, provide Whats Local Today with a copy of such insurance certificate(s) within seven (7) days of such request.
        1. Representations and Warranties; Disclaimers
  1. By Customer: Customer hereby represents and warrants that:
        1. It has full power and authority to enter into this Agreement and perform its obligations hereunder;
        2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
        3. It has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement;
        4. It will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide
  1. Transportation and/or Logistics Services using the Drivers and Vehicles pursuant to this Agreement, and
  2. Passenger transportation services to third parties in the Territory generally; and
        1. It shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.
  1. Disclaimer of Warranties: Whats Local Today provides, and Customer accepts, the Whats Local Today Services, Driver App and the Whats Local Today Devices on an "as is" and "as available" basis. Whats Local Today does not represent, warrant or guarantee that Customer’s or any Driver’s access to or use of the Whats Local Today Services, Driver App or the Whats Local Today Devices:
  1. Will be uninterrupted or error free; or
  2. Will result in any requests for Transportation Services. Whats Local Today functions as an on-demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Transportation/Logistics Services from Customer or any Driver hereunder, and Whats Local Today need not screen or otherwise evaluate Users. By using the Whats Local Today Services and Driver App, Customer acknowledges and agrees that Customer or a Driver may be introduced to a third party (including Users) that may pose harm or risk to Customer, a Driver or other third parties. Customer and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Whats Local Today Services or Driver App. Notwithstanding Whats Local Today’s appointment as the limited payment collection agent of Customer for the purpose of accepting payment from Users on behalf of Customer as set forth in Section 4 above, Whats Local Today expressly disclaims all liability for any act or omission of Customer, any Driver, any User or other third party.
  1. No Service Guarantee: Whats Local Today does not guarantee the availability or uptime of the Whats Local Today Services or Driver App. Customer acknowledges and agrees that the Whats Local Today Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Whats Local Today Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Whats Local Today is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
        1. Indemnification
  1. Customer shall indemnify, defend (at Whats Local Today’s option) and hold harmless Whats Local Today and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation and/or Logistics Services or use of the Whats Local Today Services.
  2. As between Customer and Whats Local Today, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at Whats Local Today’s option) and hold harmless Whats Local Today and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation and/or Logistics Services or use of the Whats Local Today Services.
        1. Limits of Liability.

Whats Local Today and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages:

    1. Any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or
    2. Customer’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Whats Local Today’s obligations to pay amounts due to Customer pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Whats Local Today or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Whats Local Today hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against Whats Local Today and/or its Affiliates should be notified to Whats Local Today and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

 

        1. Term and Termination
  1. Term: This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein.
  2. Termination: Either party may terminate this Agreement:
    1. Without cause at any time upon seven (7) days prior notice to the other party;
    2. Immediately, without notice, for the other party’s material breach of this Agreement; or
    3. Immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Whats Local Today may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driver in the event Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of Whats Local Today, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
  3. Effect of Termination: Upon termination of the Agreement, Customer and all Drivers, as applicable, shall:
    1. Promptly return to Whats Local Today all Whats Local Today Devices; and
    2. Immediately delete and fully remove the Driver App from any applicable Driver-­‐Provided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
        1. Relationship of the Parties
  1. Except as otherwise expressly provided herein with respect to Whats Local Today acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that:
  1. This Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law perspective), between Whats Local Today and Customer or Whats Local Today and any Driver; and
  2. No joint venture, partnership, or agency relationship exists between Whats Local Today and Customer or Whats Local Today and any Driver.
  1. Customer has no authority to bind Whats Local Today and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorized representative of Whats Local Today or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Driver may be deemed an employee, agent or representative of Whats Local Today, Customer undertakes and agrees to indemnify, defend (at Whats Local Today’s option) and hold Whats Local Today and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.
  2. Customer expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Customer intends to perform Transportation Services in a non-incidental manner and, as such, Whats Local Today will consider Customer and its Drivers to be taxable persons in accordance with all applicable VAT and indirect tax legislation.
        1. Miscellaneous Terms
  1. Modification: Whats Local Today reserves the right to modify the terms and conditions of this Agreement or the Driver Addendum at any time, effective upon publishing an updated version of this Agreement or the Driver Addendum, as applicable, on the online portal available to Customer on the Whats Local Today Services. Whats Local Today reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the Whats Local Today Services, or downloading, installing or using the Driver App, Customer is bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Whats Local Today Services or Driver App after any such changes shall constitute Customer’s consent to such changes.
  2. Supplemental Terms: Supplemental terms may apply to Customer’s and Driver’s use of the Whats Local Today Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified from time to time (“Supplemental Terms”). Customer may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
  3. Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
  4. Assignment: Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. Whats Local Today may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.
  5. Entire Agreement: This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
  6. No Third-Party Beneficiaries: Except as otherwise set forth in Section 2.5 above, Customer acknowledges that there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
  7. Notices: Any notice delivered by Whats Local Today to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the online portal available to the Customer on the Whats Local Today Services. Any notice delivered by Customer to Whats Local Today under this Agreement will be delivered by contacting Whats Local Today on legal@whatslocal.today and/or its support representatives. Additional Territory-specific notices may be required from time to time.
  8. Governing Law; Arbitration: This Agreement shall be governed exclusively by laws of India and the Parties expressly submit to the exclusive jurisdiction of the courts of NEW DELHI. In the event of any dispute, claim or controversy arising under, or in relation to, this Agreement (“Dispute”), such Dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The Dispute shall be settled by a sole arbitrator, jointly appointed by the Parties. If the Parties are unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed pursuant to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be NEW DELHI, India and the arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. All arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law, and the Parties agree to be bound thereby and to act accordingly.

 

By clicking “I accept” on the Whats Local Today App or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with Whats Local Today.

 

 

DRIVER ADDENDUM TO SERVICES AGREEMENT

This Driver Addendum to Services Agreement (“Addendum”) constitutes a legal agreement between an independent company in the business of providing transportation/logistics services (“Transportation/Logistics Company”) and an independent, for-hire transportation/logistics provider (“Driver”).

 

Driver currently maintains a contractual or employment arrangement with Logistics/Transportation Company to perform passenger carriage services or logistics services, as the case may be, for the Transportation and/or the Logistics Company.

 

Transportation Company and Whats Local Today Network Private Limited (“Whats Local Today”) have separately entered into a Services Agreement (“Agreement”) in order for Transportation/Logistics Company to access the Whats Local Today Services (as defined below).

 

In addition to the transportation/logistics services it regularly performs pursuant to his or her contractual arrangement with Transportation/Logistics Company, Driver is interested in receiving lead generation and related services through the Whats Local Today Services. Transportation/Logistics Company and Driver desire to enter into this Addendum to define the terms and conditions under which Driver may receive such lead generation and related services.

 

In order to use the Whats Local Today Services, Driver and Logistics/Transportation Company must agree to the terms and conditions that are set forth below. Upon Driver’s execution (electronic or otherwise) of this Addendum, Driver and Logistics/Transportation Company shall be bound by the terms and conditions set forth herein.

 

  1. Definitions.
  1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
  2. “Device” means an Whats Local Today Device or Driver-Provided Device, as the case may be.
  3. “Driver App” means Whats Local Today’s mobile application that enables transportation providers to access the Whats Local Today Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation/logistics services by Users, as may be updated or modified by Whats Local Today at its discretion from time to time.
  4. “Driver App ID” means the identification and password key assigned by Whats Local Today to a Driver that enables a Driver to use and access the Driver App.
  5. “Whats Local Today Data” means all data related to the access and use of the Whats Local Today Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation and/or Logistics Services via the Whats Local Today Services and the Driver App, and the Driver ID.
  6. “Whats Local Today Device” means a mobile device owned or controlled by Whats Local Today that is provided to Transportation and/or Logistics Company or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation and/or Logistics Services and for no other purpose whatsoever.
  7. “Whats Local Today Services” mean Whats Local Today’s electronic services rendered via a digital technology platform, being on-demand intermediary and related services that enable transportation/logistics providers to seek, receive and fulfil on-demand requests for transportation/logistics services by Users seeking transportation/logistics services; such Whats Local Today Services include Whats Local Today’s software, websites, payment services, and related support services systems, as may be updated or modified by Whats Local Today at its discretion from time to time.
  8. “Logistics Services” means the provision of logistics services to Users via the Whats Local Today Services in the Territory by Logisctics/Transportation Company and its Drivers using the Vehicles, which would include but not limited to purchase of item(s) to deliver to the User(s) and pick-up an item from one point to deliver to the User(s), which would exclude certain item(s) as enlisted and updated from time to time under the Shipping Policy available on LINK OF THE SHIPPING POLICY OF WHATSLOCAL TODAY IF ANY.
  9. “Territory” means the city or metro areas in India, which Transportation/Logistics Company and its Drivers are enabled by the Driver App to receive requests for Transportation and/or Logistics Services.
  10. “Transportation Services” means the provision of passenger transportation services to Users via the Whats Local Today Services in the Territory by Transportation Company and its Drivers using the Vehicles.
  11. “User” means an end user authorized by Whats Local Today to use Whats Local Today’s mobile application for the purpose of obtaining Transportation and/or Logistics Services.
  12. “User Information” means information about a User made available to Transportation/Logistics Company or a Driver in connection with such User’s request for and use of Transportation/Logistics Services, which may include the User’s name, pick-up location, contact information and photo.
  13. “Vehicle” means any vehicle of Transportation Company that: (a) meets the then-current Whats Local Today requirements for a vehicle on the Whats Local Today Services; and (b) Whats Local Today authorizes for use by a Driver for the purpose of providing Transportation and/or Logistics Services on behalf of Transportation/Logistics Company.
  1. Use of the Whats Local Today Services.
  1. Driver App IDs: Driver will be issued a Driver App ID for providing Transportation Services to enable Driver to access and use the Driver App on a Device in accordance with this Addendum. Driver will maintain his or her Driver App ID in confidence and not share it with any third party unless called upon to do so under a lawful order or by the law enforcement authorities during the course of investigation, and will immediately notify Transportation/Logistics Company of any actual or suspected breach or improper use or disclosure of the Driver App ID or the Driver App.
  2. Provision of Transportation/Logistics Services: When the Driver App is active, User requests for Transportation/Logistics Services may appear to Driver via the Driver App if Driver is available and in the vicinity of the User. If Driver accepts a User’s request for Transportation/Logistics Services, the Whats Local Today Services will provide certain User information to Driver via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the Whats Local Today mobile application and Driver’s Transportation Services, it is recommended that Driver waits at least ten (10) minutes for a User to show up at the requested pick-up location. Driver will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via Whats Local Today’s mobile application. Driver acknowledges and agrees that once he or she has accepted a User’s request for Transportation Services, the Whats Local Today Services may provide certain information about Driver to the User, including Driver’s first name, contact information, Transportation Company entity name, photo and location, and Driver’s Vehicle make and license plate number. Driver shall not contact Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation/Logistics Services. Driver agrees that his or her contact and/or insurance information may be released to a User upon such User’s reasonable request. Driver may not, unless specifically consented to by a User, transport or allow individuals other than a User and any individuals authorized by such User during the performance of Transportation Services for such User. Driver shall transport all Users directly to their specified destination or otherwise complete all logistics related tasks, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
  3. Driver’s Relationship With Whats Local Today: Whats Local Today does not, and shall not be deemed to, direct or control Driver generally or in Driver’s performance of Transportation/Logistics Services or maintenance of any Vehicle(s). Driver acknowledges that Whats Local Today does not control, or purport to control:
    1. When or for how long Driver will utilize the Driver App or the Whats Local Today Services; or
    2. Driver’s decision, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation/Logistics Services, or to cancel an accepted request for Transportation/Logistics Services, via the Driver App, subject to Whats Local Today’s then-current cancellation policies.

Driver may be deactivated or otherwise restricted from accessing or using the Driver App or the Whats Local Today Services in the event of a violation of this Addendum or Transportation/Logistics Company’s violation of the Agreement, or Driver’s or Transportation/Logistics Company’s disparagement of Whats Local Today or any of its Affiliates, or Driver’s or Transportation/Logistics Company’s act or omission that causes harm to Whats Local Today’s or any of its Affiliates’ brand, reputation or business as determined by Whats Local Today in its sole discretion. Whats Local Today also retains the right to deactivate or otherwise restrict Driver from accessing or using the Driver App or the Whats Local Today Services for any other reason at the sole and reasonable discretion of Whats Local Today. Additionally, Driver acknowledges Whats Local Today’s rights in the WHATS LOCAL TODAY family of trademarks and names, including WHATS LOCAL TODAY, alone and in combination with other letters, punctuation, words, symbols and/or designs, the WHATS LOCAL TODAY Logo (“WHATS LOCAL TODAY Marks and Names”). Driver agrees that he or she will not try to register or otherwise claim ownership in any of the WHATS LOCAL TODAY Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

  1. Ratings.
  1. Driver agrees that: (a) after receiving a request for Logistics/Transportation Services, a User will be prompted by Whats Local Today’s mobile application to provide a rating of such Transportation Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Driver shall provide ratings and feedback in good faith.
  2. In order to continue to receive access to the Driver App and the Whats Local Today Services, Driver acknowledges that he or she must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Whats Local Today for the Territory, as may be updated from time to time by Whats Local Today in its sole discretion (“Minimum Average Rating”). In the event Driver’s average rating falls below the Minimum Average Rating, Driver may be provided a limited period of time to raise his or her average rating above the Minimum Average Rating. Driver agrees that if Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), Whats Local Today may deactivate such Driver’s access to the Driver App and the Whats Local Today Services. Driver agrees that repeated failure to accept User requests for Transportation Services while Driver is logged in to the Driver App creates a negative experience for Users of Whats Local Today’s mobile application. Accordingly, Driver agrees that if they are logged in to the Driver App, they will strive to accept a substantial portion of User requests for Transportation/Logistics Services, and that if they do not wish to accept User requests for Transportation/Logistics Services for a period of time, they will log off of the Driver App.
  3. Whats Local Today and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of Whats Local Today and its Affiliates without attribution to or approval of Driver. Driver acknowledges that Whats Local Today and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that Whats Local Today and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Whats Local Today’s or its Affiliates’ content policies.
  1. Devices. If Driver receives any Whats Local Today Device(s), Driver acknowledges that such Device(s):
    1. Are only to be used for the purposes of enabling Driver’s access to the Whats Local Today Services; and
    2. May not be transferred, loaned, sold or otherwise provided in any manner to any other party. If Driver elects to use any Driver-Provided Device(s), Driver acknowledges that Whats Local Today is not responsible for the acquisition, cost or maintenance of any such Driver- Provided Device(s) or any necessary wireless data plan. Whats Local Today shall make available the Driver App for installation on such Driver-Provided Devices. Driver agrees to not provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. Driver will delete and fully remove the Driver App from the Driver-Provided Device in the event that Transportation Company and/or Driver ceases to provide Transportation Services using the Driver- Provided Device. Driver agrees that:
    1. use of the Driver App on a Driver-Provided Device requires an active data plan with a wireless carrier associated with the Driver-Provided Device, which data plan will be provided by either Transportation Company or Driver at their own expense; and (ii) use of the Driver App on a Driver-Provided Device as an interface with the Whats Local Today Services may consume very large amounts of data through the data plan. Whats Local Today advises that Driver-provided Devices only be used under a data plan with unlimited or very high data usage limits, and Whats Local Today shall not be responsible or liable for any fees, costs or overage charges associated with any data plan.
  1. Location Based Services. Driver acknowledges and agrees that his or her geo-location information must be provided to the Whats Local Today Services via a Device in order to provide the Transportation Services. Driver acknowledges and agrees that:
    1. His or her geo-location information will be monitored and tracked by the Whats Local Today Services when Driver is logged into the Driver App and available to receive requests for Logistics/Transportation Services, or when Driver is providing Logistics/Transportation Services; and
    2. The approximate location of Driver’s Vehicle will be displayed to the User before and during the provision of Logistics/Transportation Services to such User. In addition, Whats Local Today may monitor, track and share Driver’s geo- location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Whats Local Today’s products and services.
  1. Driver Requirements

Driver agrees that he or she shall will at all times:

    1. hold and maintain
    1. A valid driver's license with the appropriate level of certification to operate the Vehicle assigned to them, and
    2. All licenses, permits, approvals and authority necessary to provide passenger transportation services to third parties in the Territory;
    1. Possess the appropriate and current level of training, expertise and experience to provide Transportation/Logistics Services in a professional manner with due skill, care and diligence; and
    2. Maintain high standards of professionalism, service and courtesy. Driver agrees that he or she may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation and/or Logisitics Services. Driver may be deactivated from or otherwise restricted from accessing or using the Driver App or the Whats Local Today Services if Driver fails to meet the requirements set forth in this Driver Addendum or if Transportation/Logistics Provider fails to meet the requirements set forth in the Agreement.

 

  1. Modification.

From time to time, Driver may be required to enter into updated versions of this Addendum in order to continue to have access to the Driver App and the Whats Local Today Services.

 

  1. Privacy.

Subject to all applicable laws, Whats Local Today may provide to a third party any information (including personal data and any Whats Local Today Data) about Driver provided under the Agreement
if:

      1. There is a complaint, dispute or conflict, including an accident, between Driver and a User;
      2. It is necessary to enforce the terms of the Agreement;
      3. It is required, in Whats Local Today’s or any Affiliate’s sole discretion, by applicable law or regulation;
      4. It is necessary, in Whats Local Today’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Whats Local Today, the Whats Local Today Services or any third party; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity which Whats Local Today or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or
      5. It is required or necessary, in Whats Local Today’s or any Affiliate’s sole discretion, for insurance or other purposes related to Driver’s ability to qualify, or remain qualified, to use the Whats Local Today Services. Driver understands that Whats Local Today may retain Driver’s personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. Whats Local Today processes personal data (including that referenced in Section 2.6 above) in accordance with its privacy policy located at https://www.whatslocal.today/en/content/privacy-policy

 

  1. Insurance.

Driver represents and agrees that he or she holds or is otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts) with respect to Driver’s operation of the Vehicle(s) under this Addendum.

 

  1. No Third-Party Beneficiary.

The parties acknowledge that Whats Local Today is a third-party beneficiary to this Addendum. Whats Local Today will have the irrevocable right (and will be deemed to have accepted the right unless this is rejected promptly after receipt of a copy of the executed Addendum) to enforce the Addendum against Transportation/Logistics Company and Driver as a third-party beneficiary thereof.

 

By clicking “I accept” on the Whats Local Today App or signing below (as such may be required by applicable law), Driver expressly acknowledges that he or she: (i) has read and understood this Addendum; (ii) has had the opportunity to consult with others (including an attorney) regarding this Addendum; (iii) agrees to be bound by the terms and conditions of this Addendum; and (iv) is legally competent to enter into this Addendum.

 

 

Pick Up and Drop Off Terms

These pick up and drop off terms (“PND Terms”) are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy. In this case, these rules and regulations with respect to WHATS LOCAL TODAY NETWORK PRIVATE LIMITED (“Whats Local Today”) will include, (i) these PND Terms, (ii) Terms of Use (https://www.whatslocal.today/en/content/terms ), and the (iii) the Privacy Policy (https://www.whatslocal.today/en/content/privacy-policy ), for access or usage of https://www.whatslocal.today (“Website”) and the Whats Local Today mobile application (“WHATS LOCAL TODAY”).

 

This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000.

 

      1. As agreed by you in the Terms of Use, Whats Local Today enables a registered user of the Whats Local Today App to connect with independent service providers (“Whats Local Today Partner”), to fulfil tasks raised by such user. Such tasks could include, tasks to pick up and drop items from one location (“Pick-Up Location”) and to drop to another location (“Drop Location”) (such pick up and drop off tasks, “Pick-up/Drop-off Task(s)”).
      2. You understand and agree that the pick-up and drop service is provided to you by the Whats Local Today Partner directly. Whats Local Today merely acts as a technology platform to facilitate such tasks raised by you, and Whats Local Today does not assume any responsibility or liability for any deficiency in the service on part of the Whats Local Today Partner.
      3. You agree that if the Whats Local Today Partner picks up certain item(s) from a Pick-Up Location on Your behalf, the Whats Local Today Partner does so on your sole instructions under the task raised by you. Whats Local Today is not a retail store, restaurant, food delivery service, merchandise delivery service, a courier or shipping service or food preparation entity.
      4. You acknowledge and agree that the Pick-Up Location and the Drop Location have been voluntarily added by you on the Whats Local Today App. You agree that your location data is collected in accordance with Whats Local Today’s Privacy Policy.
      5. You agree that you shall not request for a Pick-up/Drop-off Task on the Whats Local Today App, for item(s) which are illegal, hazardous, dangerous, or otherwise restricted or constitute items which are prohibited by any statute or law or regulation.
      6. You agree that before initiating a Pick-up/Drop-off Task on the Whats Local Today Platform, you are well aware of these contents of the package sent or requested by you through registered Whats Local Today Partners, and that such contents are legal and within limits of transportation under any applicable law. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewelry, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances).
      7. You also agree that you shall not request for dispatch of item(s) which require a special transportation permit or require any special license under applicable law.
      8. You are also aware that the Whats Local Today Partner may choose to not deliver item(s) for any reason whatsoever.
      9. You also agree that, upon becoming aware of the commission any offence or your intention to commit any offence upon initiating or during a Pick-up/Drop-off Task of any item(s) stipulated under paragraph 6 of these PND Terms or otherwise restricted under applicable law, the Whats Local Today Partner may report such information to the law enforcement authorities.

 

Cancellations

As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Whats Local Today shall have a right to charge you cancellation fee of a minimum INR 20 upto the order value.

 

Merchant Terms

Merchant (Pharmacy) Partner Terms of use

The Whats Local Today Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by WHATS LOCAL TODAY NETWORK PRIVATE LIMITED (“Whats Local Today” or “us”) or its affiliates, from time-to-time, and referred to as the “Whats Local Today App”. Upon signing by both parties, the Letter and the Whats Local Today Merchant Terms of Use binding and enforceable legal contract between you and Whats Local Today as of the date set forth above (“Effective Date”)

 

The Terms with you are as follows:

 

      1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

 

      1. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include medicines, cosmetics, other licensed drugs and health products made available [each an “Item(s)”] via the Whats Local Today App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

 

      1. The suggested search term(s) or Merchant item(s) visible on the Whats Local Today App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Whats Local Today App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Whats Local Today App.

 

      1. Delivery

The “Whats Local Today Delivery Management Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Whats Local Today nor its affiliates provide any delivery or logistics services, but Whats Local Today provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Whats Local Today’s proprietary technology platform under license from Whats Local Today or one of its affiliates. Whats Local Today will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Whats Local Today and the Delivery Partners shall operate

    1. Under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and
    2. Under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Whats Local Today will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

 

      1. Availability of Item(s)
  1. Item(s). Whats Local Today will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Whats Local Today App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Whats Local Today App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Whats Local Today is under no obligation to make such Substandard Items available for sale via the Whats Local Today App.
  2. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Whats Local Today from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  3. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Whats Local Today will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.
  4. Notwithstanding these Terms, Whats Local Today reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
  1. User/Buyer complaints received by Whats Local Today which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Whats Local Today, through calls placed with Whats Local Today or through any other means;
  2. Sale of medicines requiring a prescription, without one to the User or the sale of medicines which are below the standard quality or prohibited from sale under any law;
  3. Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner;
  4. Breach of the representations and warranties of the Merchant Partner; or
  5. Any other material breach of the terms.

 

Notwithstanding anything contained under this Terms, Whats Local Today has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with applicable law or the rules or regulations, made thereunder.

  1. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Whats Local Today in its sole discretion as reasonable, for
  1. Request by the Users of refund or
  2. Acceptance by the Delivery Partner of the request. Whats Local Today may deduct refunds from the payment made to you under these Terms.
  1. It is clarified that Whats Local Today shall not be liable to make any payment for a Disputed Order. Whats Local Today shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.
  2. In case of complaints from the User pertaining to item quality, or any other such issues, Whats Local Today shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Whats Local Today has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Whats Local Today shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
  3. Service Fee. In consideration for use of the Whats Local Today App, Whats Local Today will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  4. Whats Local Today does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Whats Local Today shall not be liable for any failure to match.
      1. Promotional Activities
  1. Marketing. Whats Local Today will each showcase the availability of the Items via the Whats Local Today App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  2. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Whats Local Today, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  3. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  4. Privacy. “Personal Data” means any information obtained in connection with this Terms
    1. Relating to an identified or identifiable natural person;
    2. That can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and
    3. Any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Whats Local Today in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Whats Local Today solely by using the software and tools provided by Whats Local Today.
      1. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

 

      1. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that

    1. Was previously known to the Recipient without an obligation of confidentiality;
    2. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
    3. Is or becomes publicly available through no fault of the Recipient.

Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

 

      1. Representations and Warranties; Disclaimer
  1. Each party hereby represents and warrants that:
    1. It has full power and authority to enter into this Terms and perform its obligations hereunder;
    2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
    3. It has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and
    4. The content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  2. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Drugs and Cosmetics Act, 1940 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
  3. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Whats Local Today App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Whats Local Today in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Whats Local Today App would be deposited with the Government Treasury within stipulated timelines.
  4. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

 

      1. Indemnification
  1. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to:
    1. The negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Whats Local Today and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms;
    2. Any claims that the Indemnifying Party breached its representations and warranties in this Terms;
    3. Any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party;
    4. Any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Whats Local Today Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Whats Local Today or its employees, agents or Delivery Partners.
  2. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

 

      1. Limits 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 these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Whats Local Today does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Whats Local Today 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, Whats Local Today will use its best endeavors to ensure that the unintentional operational errors do not occur, Whats Local Today cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Whats Local Today’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

 

      1. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of

    1. The limits required by applicable law or
    2. The limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party.

Upon Whats Local Today’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

 

      1. Term and Termination

Either Whats Local Today or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Whats Local Today shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Whats Local Today prior to such expiry or earlier termination of these Terms, and Whats Local Today shall be entitled to receive Service Fee for such Item(s).

 

      1. 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.

 

      1. Relationship

The Parties agree that nothing in this Terms 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.

 

      1. 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, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be NEW DELHI and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at NEW DELHI shall have exclusive jurisdiction.

 

      1. 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.

 

      1. Notice

All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

WHATS LOCAL TODAY NETWORK PRIVATE LIMITED

REGISTERED ADDRESS OF WHATS LOCAL TODAY

 

      1. If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to merchantsupport@Whatslocal.today.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

 

      1. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

 

      1. Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

 

      1. Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to
    1. An affiliate of Whats Local Today (for Whats Local Today), or
    2. In connection with the sale of all or substantially all of such party’s equity, business or assets.

Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

 

Addendum I

 

Special Terms

 

      1. Reporting

Whats Local Today will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

 

      1. Payment
  1. Service Fee. In consideration for Whats Local Today’s lead generation, demand prediction, payment processing and other related services provided via the Whats Local Today App under the Terms, Whats Local Today will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Whats Local Today App.
  2. Goods and Services Tax (“GST”). Collection by Whats Local Today from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  3. Remittance. Whats Local Today will remit to you the total
    1. Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you,
    2. Less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).
  4. Item Revenue received by Whats Local Today from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Whats Local Today. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

 

      1. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

 

 

ADDENDUM II

 

TAX DETAILS OF THE MERCHANT

 

  1. Details of Tax Registrations

Details of Registration       

Registration Number

Permanent Account Number        

Goods & Service Tax Registration

 

  1. Indirect Taxes to be levied on each Item enlisted on the Whats Local Today App

Nature of Tax         Percentage Levy

Service Tax           

Value Added Tax  

Central Goods & Service Tax       

State Goods & Service Tax          

Integrated Goods & Service Tax  

 

  1. Other Charges to be levied on each Item enlisted on the Whats Local Today App

Nature of Charges  Percentage / Amount

Packaging Charges           

OTHER DETAILS

Name of Merchant Partner

Effective Date       

Registered Address of the Merchant Partner       

Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number  

Merchant Partner contact person 

Service Fee            % of the Item Value.

Mode of Payment Settlement       

Bank Account details of the Merchant Partner     

Merchant (Grocery) Partner Terms of use

The Whats Local Today Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by FULL NAME OF Whats Local Today COMPANY (“Whats Local Today” or “us”) or its affiliates, from time-to-time, and referred to as the “Whats Local Today App”. Upon signing by both parties, the Letter and the Whats Local Today Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Whats Local Today as of the date set forth above (“Effective Date”)

 

The Terms with you are as follows:

 

  1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

 

  1. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Whats Local Today App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

 

  1. The suggested search term(s) or Restaurant/Merchant item(s) visible on the Whats Local Today App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Whats Local Today App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Whats Local Today App.

 

  1. Delivery

The “Whats Local Today Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Whats Local Today nor its affiliates provide any delivery or logistics services, but Whats Local Today provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Whats Local Today’s proprietary technology platform under license from Whats Local Today or one of its affiliates. Whats Local Today will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Whats Local Today and the Delivery Partners shall operate

    1. Under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and
    2. Under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee.

For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Whats Local Today will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

 

  1. Availability of Meal(s)/Item(s)
  1. Meal(s)/Item(s). Whats Local Today will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Whats Local Today App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Whats Local Today App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Whats Local Today is under no obligation to make such Substandard Meals/Items available for sale via the Whats Local Today App.
  2. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Whats Local Today from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  3. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Whats Local Today will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.
  4. Notwithstanding these Terms, Whats Local Today reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:
  1. User/Buyer complaints received by Whats Local Today which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Whats Local Today, through calls placed with Whats Local Today or through any other means;
  2. Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;
  3. Breach of the representations and warranties of the Restaurant Partner; or
  4. Any other material breach of the terms.

Notwithstanding anything contained under this Terms, Whats Local Today has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.

  1. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Whats Local Today in its sole discretion as reasonable, for
    1. Request by the Users of refund or
    2. Acceptance by the Delivery Partner of the request. Whats Local Today may deduct refunds from the payment made to you under these Terms.
  2. It is clarified that Whats Local Today shall not be liable to make any payment for a Disputed Order. Whats Local Today shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.
  3. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Whats Local Today shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Whats Local Today has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Whats Local Today shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.
  4. Service Fee. In consideration for use of the Whats Local Today App, Whats Local Today will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  5. Whats Local Today does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Whats Local Today shall not be liable for any failure to match.

 

  1. Promotional Activities
  1. Marketing. Whats Local Today will each showcase the availability of the Meals via the Whats Local Today App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  2. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Whats Local Today, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  3. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  4. Privacy. “Personal Data” means any information obtained in connection with this Terms
    1. Relating to an identified or identifiable natural person;
    2. That can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and
    3. Any information that may otherwise be considered “personal data” or “personal information” under the applicable law.

Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Whats Local Today in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Whats Local Today solely by using the software and tools provided by Whats Local Today.

 

  1. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

 

  1. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that

    1. Was previously known to the Recipient without an obligation of confidentiality;
    2. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
    3. Is or becomes publicly available through no fault of the Recipient.

Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

 

  1. Representations and Warranties; Disclaimer
  1. Each party hereby represents and warrants that:
    1. It has full power and authority to enter into this Terms and perform its obligations hereunder;
    2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
    3. It has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and
    4. The content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  2. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.
  3. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Whats Local Today App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Whats Local Today in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Whats Local Today App would be deposited with the Government Treasury within stipulated timelines.
  4. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

 

  1. Indemnification
  1. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to:
    1. The negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Whats Local Today and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms;
    2. Any claims that the Indemnifying Party breached its representations and warranties in this Terms;
    3. Any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or
    4. Any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Whats Local Today Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Whats Local Today or its employees, agents or Delivery Partners.
  2. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

 

  1. Limits 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 these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Whats Local Today does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Whats Local Today 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, Whats Local Today will use its best endeavors to ensure that the unintentional operational errors do not occur, Whats Local Today cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Whats Local Today’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

 

  1. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of

    1. The limits required by applicable law or
    2. The limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction.

Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Whats Local Today’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

 

  1. Term and Termination

Either Whats Local Today or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Whats Local Today shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Whats Local Today prior to such expiry or earlier termination of these Terms, and Whats Local Today shall be entitled to receive Service Fee for such Meal(s).

 

  1. 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.

 

  1. Relationship

The Parties agree that nothing in this Terms 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.

 

  1. 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, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru NEW DELHI and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru NEW DELHI shall have exclusive jurisdiction.

 

  1. 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.

 

  1. Notice

All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

FULL NAME OF WHATS LOCAL TODAY

REGISTERED ADDRESS

 

  1. If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to merchantsupport@Whats Local Today.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

 

  1. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

 

  1. Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

 

  1. Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to
    1. An affiliate of Whats Local Today (for Whats Local Today), or
    2. In connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms.

This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

 

Addendum I

 

Special Terms

 

  1. Reporting

Whats Local Today will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

 

  1. Payment
  1. Service Fee. In consideration for Whats Local Today’s lead generation, demand prediction, payment processing and other related services provided via the Whats Local Today App under the Terms, Whats Local Today will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Whats Local Today App.
  2. Goods and services tax (“GST”). Collection by Whats Local Today from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  3. Remittance. Whats Local Today will remit to you the total
    1. Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you,
    2. Less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).
  4. Meal Revenue received by Whats Local Today from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Whats Local Today. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

 

  1. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

 

ADDENDUM II

 

TAX DETAILS OF THE RESTAURANT/MERCHANT

 

  1. Details of Tax Registrations                       Details of Registration            

Registration Number

Permanent Account Number        

Goods & Service Tax Registration

 

  1. Indirect Taxes to be levied on each Item enlisted on the Whats Local Today App

Nature of Tax                                 Percentage Levy

Service Tax           

Value Added Tax  

Central Goods & Service Tax       

State Goods & Service Tax          

Integrated Goods & Service Tax  

 

  1. Other Charges to be levied on each Meal enlisted on the Whats Local Today App

Nature of Charges  Percentage / Amount

Packaging Charges           

OTHER DETAILS

 

Name of Restaurant Partner         

Effective Date       

Registered Address of the Restaurant Partner    

Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number  

Restaurant Partner contact person           

Service Fee            % of the Meal Value.

Mode of Payment Settlement       

Bank Account details of the Restaurant Partner  

Merchant (Restaurant) Partner Terms of Use

The Whats Local Today Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by Whats Local Today FULL NAME (“Whats Local Today” or “us”) or its affiliates, from time-to-time, and referred to as the “Whats Local Today App”. Upon signing by both parties, the Letter and the Whats Local Today Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Whats Local Today as of the date set forth above (“Effective Date”)

 

The Terms with you are as follows:

 

  1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

 

  1. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Whats Local Today App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

 

  1. The suggested search term(s) or Restaurant/Merchant item(s) visible on the Whats Local Today App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Whats Local Today App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Whats Local Today App.

 

  1. Delivery

The “Whats Local Today Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Whats Local Today nor its affiliates provide any delivery or logistics services, but Whats Local Today provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Whats Local Today’s proprietary technology platform under license from Whats Local Today or one of its affiliates. Whats Local Today will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Whats Local Today and the Delivery Partners shall operate

    1. Under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and
    2. Under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee.

For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Whats Local Today will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

 

  1. Availability of Meal(s)/Item(s)
  1. Meal(s)/Item(s). Whats Local Today will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Whats Local Today App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Whats Local Today App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Whats Local Today is under no obligation to make such Substandard Meals/Items available for sale via the Whats Local Today App.
  2. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Whats Local Today from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  3. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Whats Local Today will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.
  4. Notwithstanding these Terms, Whats Local Today reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:
  1. User/Buyer complaints received by Whats Local Today which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Whats Local Today, through calls placed with Whats Local Today or through any other means;
  2. Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;
  3. Breach of the representations and warranties of the Restaurant Partner; or
  4. Any other material breach of the terms.

Notwithstanding anything contained under this Terms, Whats Local Today has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.

  1. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Whats Local Today in its sole discretion as reasonable, for
    1. Request by the Users of refund or
    2. Acceptance by the Delivery Partner of the request. Whats Local Today may deduct refunds from the payment made to you under these Terms.
  2. It is clarified that Whats Local Today shall not be liable to make any payment for a Disputed Order. Whats Local Today shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.
  3. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Whats Local Today shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Whats Local Today has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Whats Local Today shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.
  4. Service Fee. In consideration for use of the Whats Local Today App, Whats Local Today will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  5. Whats Local Today does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Whats Local Today shall not be liable for any failure to match.

 

  1. Promotional Activities
  1. Marketing. Whats Local Today will each showcase the availability of the Meals via the Whats Local Today App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  2. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Whats Local Today, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  3. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  4. Privacy. “Personal Data” means any information obtained in connection with this Terms
    1. Relating to an identified or identifiable natural person;
    2. That can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and
    3. Any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Whats Local Today in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Whats Local Today solely by using the software and tools provided by Whats Local Today.

 

  1. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

 

  1. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that

    1. Was previously known to the Recipient without an obligation of confidentiality;
    2. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
    3. Is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information.

Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

 

  1. Representations and Warranties; Disclaimer
  1. Respectively party hereby represents and warrants that:
    1. It has full power and authority to enter into this Terms and perform its obligations hereunder;
    2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
    3. It has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  2. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.
  3. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Whats Local Today App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Whats Local Today in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Whats Local Today App would be deposited with the Government Treasury within stipulated timelines.
  4. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

 

  1. Indemnification
  1. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to:
    1. the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Whats Local Today and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms;
    2. Any claims that the Indemnifying Party breached its representations and warranties in this Terms;
    3. Any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or
    4. Any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Whats Local Today Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Whats Local Today or its employees, agents or Delivery Partners.
  2. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

 

  1. Limits 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 these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Whats Local Today does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Whats Local Today 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, Whats Local Today will use its best endeavors to ensure that the unintentional operational errors do not occur, Whats Local Today cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Whats Local Today’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

 

  1. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of

    1. The limits required by applicable law or
    2. The limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Whats Local Today’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

 

  1. Term and Termination

Either Whats Local Today or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Whats Local Today shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Whats Local Today prior to such expiry or earlier termination of these Terms, and Whats Local Today shall be entitled to receive Service Fee for such Meal(s).

 

  1. 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.

 

  1. Relationship

The Parties agree that nothing in this Terms 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.

 

  1. 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, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru NEW DELHI and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru NEW DELHI shall have exclusive jurisdiction.

 

  1. 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.

 

  1. Notice

All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

Whats Local Today FULL NAME

FULL REGISTERED ADDRESS OF WHATS LOCAL TODAY

 

  1. If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to MERCHANT SUPPORT EMAIL ID OF WHATS LOCAL TODAY and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

 

  1. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

 

  1.  Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

 

  1. Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to

 

    1. An affiliate of Whats Local Today (for Whats Local Today), or
    2. In connection with the sale of all or substantially all of such party’s equity, business or assets.

Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

 

Addendum I

 

Special Terms

 

  1. Reporting

Whats Local Today will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

 

  1. Payment
  1. Service Fee. In consideration for Whats Local Today’s lead generation, demand prediction, payment processing and other related services provided via the Whats Local Today App under the Terms, Whats Local Today will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Whats Local Today App.
  2. Goods and services tax (“GST”). Collection by Whats Local Today from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  3.  Remittance. Whats Local Today will remit to you the total
    1. Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you,
    2. Less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).
  4. Meal Revenue received by Whats Local Today from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Whats Local Today. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

 

  1. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

 

ADDENDUM II

 

TAX DETAILS OF THE RESTAURANT/MERCHANT

 

  1. Details of Tax Registrations

Details of Registration                                Registration Number

Permanent Account Number        

Goods & Service Tax Registration

 

  1. Indirect Taxes to be levied on each Meal enlisted on the Whats Local Today App

Nature of Tax                                 Percentage Levy

Service Tax           

Value Added Tax  

Central Goods & Service Tax       

State Goods & Service Tax          

Integrated Goods & Service Tax

           

  1. Other Charges to be levied on each Meal enlisted on the Whats Local Today App

Nature of Charges                          Percentage / Amount

Packaging Charges           

OTHER DETAILS

 

Name of Restaurant Partner         

Effective Date       

Registered Address of the Restaurant Partner    

Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number  

Restaurant Partner contact person           

Service Fee            % of the Meal Value.

Mode of Payment Settlement       

Bank Account details of the Restaurant Partner  

Merchant (Pet Store) Partner Terms of Use

The Whats Local Today Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by FULL NAME OF Whats Local Today (“Whats Local Today” or “us”) or its affiliates, from time-to-time, and referred to as the “Whats Local Today App”. Upon signing by both parties, the Letter and the Whats Local Today Merchant Terms of Use binding and enforceable legal contract between you and Whats Local Today as of the date set forth above (“Effective Date”)

 

The Terms with you are as follows:

 

  1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

 

  1. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include perishable/non-perishable goods including other item(s) or accessories produced for pets made available [each an “Item(s)”] via the Whats Local Today App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

 

  1. The suggested search term(s) or Merchant item(s) visible on the Whats Local Today App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Whats Local Today App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Whats Local Today App.

 

  1. Delivery

The “Whats Local Today Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Whats Local Today nor its affiliates provide any delivery or logistics services, but Whats Local Today provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Whats Local Today’s proprietary technology platform under license from Whats Local Today or one of its affiliates. Whats Local Today will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Whats Local Today and the Delivery Partners shall operate

    1. Under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and
    2. Under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee.

For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Whats Local Today will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

 

  1. Availability of Item(s)
  1. Item(s). Whats Local Today will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Whats Local Today App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Whats Local Today App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Whats Local Today is under no obligation to make such Substandard Items available for sale via the Whats Local Today App.
  2. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Whats Local Today from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  3. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Whats Local Today will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.
  4. Notwithstanding these Terms, Whats Local Today reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
  1. User/Buyer complaints received by Whats Local Today which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Whats Local Today, through calls placed with Whats Local Today or through any other means;
  2. Breach of the provisions of the Prevention of Cruelty to Animals Act, 1960 and and the rules and regulations, made thereunder, by Merchant Partner;
  3. Breach of the representations and warranties of the Merchant Partner; or
  4. Any other material breach of the terms.

Notwithstanding anything contained under this Terms, Whats Local Today has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with the Prevention of Cruelty to Animals Act, 1960 or the rules or regulations, made thereunder.

  1. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Whats Local Today in its sole discretion as reasonable, for
    1. Request by the Users of refund or
    2. Acceptance by the Delivery Partner of the request. Whats Local Today may deduct refunds from the payment made to you under these Terms.
  2. It is clarified that Whats Local Today shall not be liable to make any payment for a Disputed Order. Whats Local Today shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.
  3. In case of complaints from the User pertaining to item quality, or any other such issues, Whats Local Today shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Whats Local Today has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Whats Local Today shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
  4. Service Fee. In consideration for use of the Whats Local Today App, Whats Local Today will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  5. Whats Local Today does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Whats Local Today shall not be liable for any failure to match.

 

  1. Promotional Activities
  1. Marketing. Whats Local Today will each showcase the availability of the Items via the Whats Local Today App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  2. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Whats Local Today, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  3. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  4. Privacy. “Personal Data” means any information obtained in connection with this Terms
    1. Relating to an identified or identifiable natural person;
    2. That can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and
    3. Any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Whats Local Today in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Whats Local Today solely by using the software and tools provided by Whats Local Today.

 

  1. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

 

  1. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that

    1. Was previously known to the Recipient without an obligation of confidentiality;
    2. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
    3. Is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information.

Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

 

  1. Representations and Warranties; Disclaimer
  1. Each party hereby represents and warrants that:
    1. It has full power and authority to enter into this Terms and perform its obligations hereunder;
    2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
    3. It has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and
    4. The content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  2. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Prevention of Cruelty to Animals Act, 1960 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
  3. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Whats Local Today App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Whats Local Today in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Whats Local Today App would be deposited with the Government Treasury within stipulated timelines.
  4. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

 

  1. Indemnification
  1. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to:
    1. The negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Whats Local Today and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms;
    2. Any claims that the Indemnifying Party breached its representations and warranties in this Terms;
    3. Any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or
    4. Any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Whats Local Today Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Whats Local Today or its employees, agents or Delivery Partners.
  2. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

 

  1. Limits 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 these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Whats Local Today does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Whats Local Today 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, Whats Local Today will use its best endeavors to ensure that the unintentional operational errors do not occur, Whats Local Today cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Whats Local Today’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

 

  1. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of

    1. The limits required by applicable law or
    2. The limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Whats Local Today’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

 

  1. Term and Termination

Either Whats Local Today or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Whats Local Today shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Whats Local Today prior to such expiry or earlier termination of these Terms, and Whats Local Today shall be entitled to receive Service Fee for such Item(s).

 

  1. 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.

 

  1. Relationship

The Parties agree that nothing in this Terms 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.

 

  1. 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, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru NEW DELHI and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru NEW DELHI shall have exclusive jurisdiction.

 

  1. 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.

 

  1. Notice

All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

Whats Local Today FULL NAME

REGISTERED ADDRESS OF Whats Local Today

 

  1. If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to MERCHANT SUPPORT EMAIL ID OF WHATSLOCAL TODAY and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

 

  1. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

 

  1. Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

 

  1. Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to
    1. An affiliate of Whats Local Today (for Whats Local Today), or
    2. In connection with the sale of all or substantially all of such party’s equity, business or assets.

Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

 

Addendum I

 

Special Terms

 

      1. Reporting

Whats Local Today will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

 

      1. Payment
  1. Service Fee. In consideration for Whats Local Today’s lead generation, demand prediction, payment processing and other related services provided via the Whats Local Today App under the Terms, Whats Local Today will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Whats Local Today App.
  2. Goods and services tax (“GST”). Collection by Whats Local Today from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  3. Remittance. Whats Local Today will remit to you the total
    1. Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you,
    2. Less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).
  4. Item Revenue received by Whats Local Today from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Whats Local Today. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

 

      1. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

 

ADDENDUM II

 

TAX DETAILS OF THE MERCHANT

 

  1. Details of Tax Registrations

Details of Registration                   

Registration Number

Permanent Account Number        

Goods & Service Tax Registration

 

  1. Indirect Taxes to be levied on each Item enlisted on the Whats Local Today App

Nature of Tax         Percentage Levy

Service Tax           

Value Added Tax  

Central Goods & Service Tax       

State Goods & Service Tax          

Integrated Goods & Service Tax

           

  1. Other Charges to be levied on each Item enlisted on the Whats Local Today App

Nature of Charges  Percentage / Amount

Packaging Charges           

OTHER DETAILS

 

Name of Merchant Partner

Effective Date       

Registered Address of the Merchant Partner       

Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number  

Merchant Partner contact person 

Service Fee            % of the Item Value.

Mode of Payment Settlement       

Bank Account details of the Merchant Partner     

 

Merchant Outlet Offer(s) and Sampling: Terms & Conditions

  1. As a registered User, You understand that Whats Local Today is merely a technology intermediary communicating a promotion on behalf of the Merchant and is not in any manner liable for the content hosted or otherwise the Offer extended through the Whats Local Today App.
  2. You acknowledge that the product is offered for sale or otherwise offered without any consideration, as the case maybe, by the Merchant and not Whats Local Today.

 

  1. You agree that any product/item procured/purchased by you from the Merchant shall be for your personal consumption.

 

  1. All commercial/contractual terms are offered by and agreed to between User and Merchant(s) alone. The commercial/contractual terms include without limitation price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Whats Local Today does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and Sellers.

 

  1. Whats Local Today does not make any representation or Warranty as to specifics (such as quality, value, saleability, etc.) of the products or services proposed to be sold or offered to be sold or purchased on the Whats Local Today App. Whats Local Today shall not be liable in case the product sold by the Merchant is unfit for use or faulty or rendered unfit during carriage of the same from the point of pick-up to the drop-off point.

 

  1. Whats Local Today does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc) of any of its Users. You are advised to independently verify the bona fides of any particular Merchant that You choose to deal with on the Whats Local Today App and use Your best judgment in that behalf.

 

  1. Whats Local Today does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the Whats Local Today App. Whats Local Today accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

 

  1. Consistent with Whats Local Today’s Privacy Policy, Whats Local Today may share your information with third parties to manage, expedite and improve the Whats Local Today App services provided to you or otherwise to carry out specific service requests, including any other reason(s) as covered under the Privacy Policy acknowledged by you.

 

  1. Whats Local Today is not responsible for any non-performance or breach of any contract entered into between Users and Merchants. Whats Local Today shall not and is not required to mediate or resolve any dispute or disagreement between Users and Merchants.

 

  1. At no time shall Whats Local Today hold any right, title or interest over the products nor shall Whats Local Today have any obligations or liabilities in respect of such contract.

 

  1. Whats Local Today is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered.

 

  1. You shall independently agree upon the manner and terms and conditions of delivery, payment, insurance etc. with the Merchant that you transact with.

 

Cancellations

As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Whats Local Today shall have a right to charge you cancellation fee of a minimum INR 20 upto the order value.

 

Google Pay Offer T&C

      1. The user must successfully make a transaction on the Whats Local Today app, and enter their Google Pay UPI ID as the payment option.

 

      1. The user will earn a scratch card reward when they spend at least ₹200 in a single transaction on Whats Local Today using Google Pay.

 

      1. The user can earn a maximum of one reward per week for this offer. The user can earn a maximum of two rewards in this offer period.

 

      1. For this offer, the definition of a week is: starting on Monday at 9:00 AM and ending on the following Monday at 8:59 AM India Standard Time.

 

      1. The users are eligible to earn ₹20 to ₹200 with each reward.

 

      1. The scratch card will be available within three (3) days after a transaction is successfully processed.

 

      1. Each Google Pay Customer can only use one set of Google Pay credentials that have not been previously registered with Google Pay, which includes but is not limited to a Google Account, phone number, form of payment, to qualify for each offer.

 

      1. If a user earns a reward, the reward money will be deposited into their bank account. The user must have a UPI-enabled savings account attached to their Google Pay account to receive payment from Google. Please be sure to link the UPI enabled savings account to your Google Pay account within 45 days of claiming the reward, failing which the reward will be deemed to be forfeited.

 

      1. The user can earn up to a total of Indian Rupees Nine Thousand (INR 9,000) per financial year (1 April to 31 March) across all Google Pay offers.

 

      1. Google is not responsible or liable for the fulfilment or provision of any service availed by the user from Whats Local Today.

 

      1. Employees, interns, contractors, and office-holders, as well as their immediate families (parents, siblings, children, spouses and life partners of each, regardless of where they live), of Google LLC, its affiliates and subsidiaries, and any representatives or agencies of Google or other persons professionally connected with the offer are not eligible to participate in this offer.

 

      1. This offer is not available to residents of the state of Tamil Nadu (as per Tamil Nadu Prize Scheme (Prohibition) Act 1979) and wherever else prohibited by law. Residents of these states should not participate in this offer.

 

      1. To participate in a Google Pay offer, the user must agree to these offer terms and conditions.

 

      1. The user agrees that their participation in the offer constitutes their understanding of and agreement to these offer terms and conditions. These offer terms and conditions form a binding legal agreement between the user and Google with respect to the offers, and any defined terms used herein have the meaning set forth in the Google Pay Terms of Service.

 

      1. Google reserves the right, at its sole discretion, to disqualify any User who does not meet the offer requirements or in case of reasons including but not limited to any misuse of the offer or fraud or suspicious transactions/activities. Google also reserves the right to discontinue or change any Google Pay offer or the Google Pay offer programme at any time, at its sole discretion.

 

      1. This offer is subject to the user's compliance with the Google Pay Terms of Service.

 

Paytm Offer T&C

  1. Rs.100 cashback on 3 transactions

 

  1. Rs.25 on 1st transaction, Rs.25 on 2nd transaction and Rs.50 on 3rd transaction

 

  1. Minimum order value of each transaction should be Rs.100

 

  1. Only one transaction per day will be counted for this cashback

 

  1. Offer applicable on Android and iOS app version 7.0.0 and above

 

  1. Offer valid on payments on Whats Local Today using Paytm

 

  1. If you do not participate or activate the offer, your transactions will not get linked in the offer.

 

  1. After your first transaction, you will receive a push message to activate the offer and redeem cashback.

 

  1. You can avail this offer only once during the campaign duration

 

  1. If you fail to activate the offer under Paytm cashback listing on Paytm app, your count of transactions will not be considered

 

  1. Users are eligible for the offer if the first transaction is made before DATE ON WHICH THE TRANSACTION IS TO BE LIMITED.

 

  1. User should complete all 3 transactions within 20 days from the date of first transaction to get full Rs.100 cashback

 

  1. Cashback will be credited to your Paytm wallet within 24 hours of completing the offer

 

  1. Offer applicable on Whats Local Today app

 

  1. Cashback will not be processed for non-KYC users

 

  1. If you have not completed your KYC, you will receive Goldback (inclusive of 3% GST)

 

  1. Paytm and Whats Local Today solely reserves the right to change offer terms at any time without prior notice to the customers

 

  1. Whats Local Today can cancel orders if found to be of fraudulent nature

 

  1. Whats Local Today & Paytm reserve the right to change/modify/add/delete any of the terms and conditions of the offer at any time without notice

 

Amazon Pay Offer T&C

  1. Cashback of 50% up to Rs.50, applicable 3 times per user on paying using Amazon Pay on Whats Local Today.

 

  1. User will have to go to the Whats Local Today app, select the service of your choice & make the payment using Amazon Pay as the payment option. No coupon codes are required.

 

  1. The offer can only be availed 3 times per user during the offer period

 

  1. The cashback will be credited as Amazon Pay balance within 3 working days of completing the payment

 

  1. Offer is valid only on online orders made on the Whats Local Today app using Amazon Pay

 

  1. This Offer will not be applicable if you, the Merchant or Amazon cancels the order fully or partially and in such a case, participation in the Offer will be deemed withdrawn. In case the Qualifying Transaction is cancelled after you have received the cashback, you acknowledge and agree that the appropriate cashback amount (received under the Qualifying Transaction) will be adjusted from your refund receivable amount. However, if you place another valid order after this during the offer period, the new order will be eligible for the cashback.

 

  1. This offer is a joint promotional initiative provided by Whats Local Today FULL NAME OF WHATS LOCAL TODAY ("Merchant") and Amazon Pay (India) Private Limited ("Amazon"). "This offer is made available to you by Amazon Pay (India) Private Limited ("Amazon") on the Whats Local Today app maintained and operated by Whats Local Today FULL NAME OF WHATS LOCAL TODAY ("Merchant")."

 

  1. These Offer terms and conditions ("Offer Terms") are in addition to Amazon.in Conditions of Use and Privacy Notice, and terms and conditions applicable to the use of Whats Local Today. In the event of any conflict between any such terms and these Offer Terms, these Offer Terms shall prevail, only for the purposes of this Offer.

 

  1. You may only avail this Offer if you are a person resident in India.

 

  1. The Offer is valid from STARTING DATE to FINISH DATE (both days inclusive) ("Offer Period"), unless revoked or extended by Amazon in its sole discretion, without assigning any reason, without prior notice, and without any liability.

 

  1. During the Offer Period, any customer who:
    1. Completes a transaction on Whats Local Today; and
    2. pays for such transaction using the "Amazon Pay" payment option / method available on Whats Local Today, will be entitled to receive a cashback of an amount of 50% of the value of such transaction, up to a maximum cashback of INR 50 (each such transaction, a "Qualifying Transaction" , each such customer, a “Qualifying Customer”, and such cashback, “Cashback”).

 

  1. The Cashback, under this Offer, will be provided in the form of Amazon Gift Card, issued by Qwikcilver Solutions Private Limited ("Gift Card"), which is redeemable into Amazon Pay Balance associated with the Amazon.in account of the Qualifying Customer. The use and redemption of the Gift Cards is subject to the applicable terms and conditions, available at Amazon.in.

 

  1. Each Qualifying Customer can avail this Offer only 3 times during the Offer Period, irrespective of the number of Qualifying Transactions completed during the Offer Period.

 

  1. This Offer will not be applicable if you, the Merchant or Amazon cancels the order fully or partially and in such a case, participation in the Offer will be deemed withdrawn. In case the Qualifying Transaction is cancelled after you have received the cashback, you acknowledge and agree that the appropriate cashback amount (received under the Qualifying Transaction) will be adjusted from your refund receivable amount.

 

  1. The Cashback (as the case may be) under this Offer will be provided to the Qualifying Customer within 3 business days of completion of the Qualifying Transaction in accordance with these Offer Terms.

 

  1. This Offer cannot be combined with any other offer or promotion made available by Amazon on Whats Local Today.

 

  1. Amazon and Whats Local Today reserve the right to disqualify a customer from the benefits of the Offer if any fraudulent activity is identified as being carried out for the purpose of availing the Offer.

 

  1. Under no circumstances, will the benefit under this Offer be provided in cash by Amazon or by Whats Local Today.

 

  1. By participating in this Offer, every customer expressly agrees that Amazon or any of its affiliates will not be liable or responsible for any loss or damage whatsoever that he/she may suffer, directly or indirectly, in connection with this Offer or by the use of Whats Local Today, including the transactions carried on thereto.

 

  1. Any query / issues regarding the Offer will be entertained by Amazon only during the Offer Period. Post expiry of the Offer Period, Amazon will not entertain any correspondence or communication regarding this Offer or the benefits under this Offer from any person.

 

  1. Amazon reserves the right, at any time, without prior notice, without liability, and without assigning any reason whatsoever, to add/alter/modify/change or vary all of these Offer Terms or to replace, wholly or in part, this Offer by another offer, whether similar to this Offer or not.

 

  1. The terms of purchase of services (under the Qualifying Transaction) on Whats Local Today, by the Qualifying Customer, shall be governed by the terms and conditions of Whats Local Today.

 

  1. All disputes between the Qualifying Customers and Whats Local Today will be resolved inter se and Amazon will not (nor will be liable or obliged to) mediate or resolve any dispute or disagreement between them.

 

  1. Nothing contained herein amounts to a commitment by Amazon to conduct further, similar or other offers.

 

  1. These Offer Terms are governed by the laws of India. Any disputes arising out of this Offer shall be subject to the exclusive jurisdiction of the courts at Bangalore NEW DELHI.

 

  1. Customers are not bound in any manner to participate in the Offer. Any such participation is voluntary. The Offer is being made purely on a 'best effort basis'.

 

  1. Any person availing this Offer shall be deemed to have accepted these Offer Terms.

 

WHATS LOCAL TODAY FOR BUSINESS TERMS

 

THESE TERMS OF USE ("TERMS OF USE") ARE ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS/RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF USE DO NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURES.

 

THESE TERMS OF USE ARE A LEGALLY BINDING DOCUMENT BETWEEN MERCHANT AND WHATS LOCAL TODAY (BOTH TERMS DEFINED BELOW). THESE TERMS OF USE SHALL GOVERN THE RELATIONSHIP BETWEEN THE MERCHANTS REGISTERED ON THE ‘WHATS LOCAL TODAY FOR BUSINESS’ PLATFORM (“MERCHANT” OR “YOU” OR “YOUR” OR “YOURSELF” OR “USER”) AND MANDATE THE TERMS ON WHICH THE MERCHANT AVAILS WHATS LOCAL TODAY SERVICES AND ACCESSES THE PLATFORM (BOTH TERMS DEFINED BELOW).

 

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE PLATFORM, WHATS LOCAL TODAY SERVICES (BOTH TERMS DEFINED BELOW) AND THE DASHBOARD THAT GIVES YOU ACCESS TO INFORMATION RELATED TO THE WHATS LOCAL TODAY SERVICES (“B2B DASHBOARD”). BY ACCESSING THE B2B DASHBOARD OR ACCEPTING THE ELECTRONIC MAIL SENT TO YOU BY WHATS LOCAL TODAY (“DEFINED BELOW”) CONTAINING THESE TERMS OF USE, AS APPLICABLE, YOU ACCEPT THESE TERMS OF USE AND AGREE TO BE LEGALLY BOUND BY THE SAME. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE THE PLATFORM (DEFINED BELOW) OR AVAIL ANY WHATS LOCAL TODAY SERVICES (DEFINED BELOW) BEING OFFERED THROUGH THE PLATFORM (DEFINED BELOW).

 

WHATS LOCAL TODAY (DEFINED BELOW) RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. IT WILL BE PRESUMED THAT MERCHANT HAS CONSENTED TO ANY SUCH CHANGES IF AND WHEN MERCHANT ACCESSES THE PLATFORM OR AVAILS WHATS LOCAL TODAY SERVICES (BOTH TERMS DEFINED BELOW). MERCHANT MAY DECLINE SUCH CHANGES BY DISCONTINUING ACCESS TO THE PLATFORM OR BY NOT AVAILING WHATS LOCAL TODAY SERVICES (BOTH TERMS DEFINED BELOW).

 

The B2B Dashboard, the website WWW.WHATSLOCAL.TODAY and the mobile application ‘Whats Local Today’ are technology platforms owned and operated by Whats Local Today Network Private Limited (“Whats Local Today”), that enables the Merchant to connect with independent third-party logistics service providers (“Delivery Partner”) to pick up and drop off packages for the Merchant from one location to the other location through the Delivery Partner. All of such properties are collectively referred to as, the “Platform”. Whats Local Today merely acts as a technology platform which allows the Merchant to connect with the Delivery Partner. You hereby agree and acknowledge that the role of Whats Local Today is limited to operating and managing the Platform and providing Whats Local Today Services (Defined Below). You hereby further agree and acknowledge that Whats Local Today does not in any manner provide logistics service nor is the Delivery Partner an employee or an agent of Whats Local Today. The Delivery Partner is an independent third party logistics service provider.

 

Use of and access to the Platform, is offered to You upon the condition of acceptance of

    1. These Terms of Use,
    2. Any agreement signed by You with Whats Local Today
    3. The Privacy Policy available at https://Whats Local Today.in/privacy, and
    4. Any amendments made by Whats Local Today at its sole discretion and posted on the Platform from time to time.

 

PART A- GENERAL TERMS RELATING TO WHATS LOCAL TODAY SERVICES

  1. General:

Whats Local Today Network Private Limited, is a company incorporated under the laws of India, with its registered office at BLOCK-A, PLOT-14, SECTOR-125, NOIDA, GAUTAM BUDDHA NAGAR, UTTAR PRADESH 201301 and having CIN: U74999DL2016PTC305031.

 

  1. Registration:
  1. You shall be permitted to access the Platform, avail the Whats Local Today Services and connect with Delivery Partner on the Platform after completing the onboarding process which shall be an Application Program Interface (“API”) integration with Whats Local Today or in case where Merchant is not capable to do the API integration, in a manner as may be informed by Whats Local Today to Merchant from time to time at Whats Local Today’s sole discretion.

 

  1. When You register with Whats Local Today, You will be required to provide information about You and/or Your organisation. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Whats Local Today of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Whats Local Today has not independently verified the information provided by You. Whats Local Today shall in no way be responsible or liable for the accuracy, inaccuracy, obsolescence or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, obsolete or incomplete, or Whats Local Today has reasonable grounds to suspect that such information is untrue, inaccurate, obsolete or incomplete, Whats Local Today reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

 

  1. Whats Local Today Services:
  1. Whats Local Today provides You with the following services (“Whats Local Today Services”):
  1. It provides You with a license to access the Platform;
  2. The Platform allows You to connect with Delivery Partner to pick up and drop off packages from one location to the other through the Delivery Partner (“Pick Up and Drop Off Services”); and
  3. Facilitates the collection of payments for the transaction/(s) between You and Delivery Partner.

 

  1. Whats Local Today may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or transfer any of the Whats Local Today Services from time to time. Whats Local Today does not provide any guarantee to You that the Whats Local Today Services will be made available to You at all times.

 

  1. You can initiate a transaction on the Platform by which You may (through the Delivery Partner) send packages to a particular location identified by You. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Whats Local Today merely acts as a technology platform to facilitate the connection between You and the Delivery Partner. The Delivery Partner is neither an employee nor an agent or an affiliate of Whats Local Today. Whats Local Today does not assume any responsibility or liability for any form of act, omission to act, services provided, quality or deficiency of services on part of the Delivery Partner. You hereby agree and acknowledge that all actions, omissions to act, services provided, quality or deficiency in services with respect to the Pick Up and Drop Off Services is of the Delivery Partner in the Delivery Partner’s independent capacity and sole discretion.

 

  1. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, Delivery Partner/(s) around the pickup location shall be intimated in an automated manner and depending upon the availability of Delivery Partner/(s), a Delivery Partner may choose to accept Your request. The Delivery Partner shall pick up the item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as Your agent and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location will be added by You and that such information will be used for the Pick Up and Drop Off Services. You must ensure that the details for the locations are accurate and identifiable by the Delivery Partners.

 

  1. You agree that You shall at all times use the Platform and Whats Local Today Services for lawful purposes. Additionally, You shall not use the Pick Up and Drop Off Services for items which are illegal, immoral, hazardous, unsafe, dangerous, or otherwise restricted or constitute items that are prohibited by any statute or law or regulation or the provisions of these Terms of Us

 

  1. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through the Delivery Partner, and that such contents are legal and within limits of transportation/logistics under applicable law. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, insects, animals, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws) (all of such items, the “Restricted Items”).

 

  1. You also agree that, upon becoming aware of the commission of an offence by You or Your intention to commit an offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any item(s) restricted under applicable law, the Delivery Partner may at the Delivery Partner’s sole discretion choose to take such action as the Delivery Partner deems fit including intimating law enforcement authorities about such unlawful action.

 

  1. Whats Local Today does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Whats Local Today shall have no liability with respect to the Items or Your use of the Whats Local Today Services and the Pick Off and Drop Off Services. However, if it is brought to the knowledge of Whats Local Today through any law enforcement authority or any other third-party that You have packaged any Restricted Items or availed the Pick up and Drop Off Services using the Platform to deliver any Restricted Items, Whats Local Today may at its sole discretion take appropriate actions including suspension or termination of Your Account and Whats Local Today Services. Whats Local Today may also, on a request received from the law enforcement authority provide requisite details as may be requested, which may include but not be limited to details of Your organisation, Your personal details, transaction history, payment details, geo locations, logistics information, etc to such authorities.

 

  1. If a transaction initiated by You on the Platform cannot be completed, You shall be notified on the Platform.

 

  1. Whats Local Today shall use Your location based information that is captured by Whats Local Today through a global positioning system when You are using Your personal computer or mobile device to request a Whats Local Today Service on its Platform. Such location based information shall be used by Whats Local Today to facilitate and improve the Whats Local Today Services being offered to You. You acknowledge and hereby consent to the monitoring and tracking of Your geo-location information. In addition, the Delivery Partner may have access to such geo-location.

 

  1. Merchant Information
  1. You are solely responsible for and in control of the information You provide to us. Compilation of Merchant Accounts and Merchant Account bearing contact number and e-mail addresses are owned by Whats Local Today.

 

  1. In a case where the Platform is unable to establish a unique identity of the Merchant against the details provided by the Merchant, the Account shall be indefinitely suspended. Whats Local Today reserves the full discretion to suspend a Merchant's Account in the above event and does not have the liability to share any Account information whatsoever.

 

  1. Payment and Taxes
  1. Payments:
  1. While initiating a request for a Pick Up and Drop Off Service, You may be required to pay a delivery fee to the Delivery Partner for availing the Pick Up and Drop Off Service (“Delivery Fee”), as may be displayed to You on the Platform at the time of raising such request. Whats Local Today will facilitate the collection and disbursement of Delivery Fee for the Delivery Partner in compliance with applicable laws. Whats Local Today shall issue a statement of transactions on behalf of the Delivery Partner from time to time.
  2. All settlement to the Merchant shall be made in compliance with applicable law. In case the Merchant opts for a post-paid payment option, Merchant shall ensure that the payment towards such outstanding amounts are made within the prescribed time frame and in a manner as communicated by Whats Local Today from time to time.
  3. In case, Merchant enables a cash on delivery option for its customers and provides instructions/authorisation to the Delivery Partners to collect the cash on behalf of the Merchant at the time of the drop off, the Merchant shall ensure that its customers are duly notified to hand over the appropriate amount to the Delivery Partner without demur or delay. Subject to settlement of Delivery Fee and any other payment obligation adjustment for Merchant, payment of foregoing amount for cash on delivery shall be made to the Merchant.

 

  1. Taxes:
  1. You are responsible to comply with the applicable tax regulations for the transactions completed using Whats Local Today Services including, but not limited to, compliance with goods and service tax, withholding taxes, if any. You agree and acknowledge that any settlement amount to be paid by Merchant for Pick up and Drop off Services shall not be subject to deduction of goods and service tax or withholding taxes. Such settlement is merely a pass through amount for the Delivery Partner. Any obligation for deduction of goods & service tax or withholding taxes shall be between You and Delivery Partner. Whats Local Today shall make available the details of Pick up and Drop off Services to You to enable You to comply with Your tax obligations.
  2. You further agree and acknowledge that Whats Local Today shall not be held responsible/liable for any compliance or non-compliance of applicable tax laws by You or the Delivery Partner.

 

  1. Insurance

You agree and acknowledge that You are solely responsible for the items that You get delivered using Pick Up and Drop off services through the Platform. Whats Local Today shall in no manner be responsible for any loss, theft or damage. However, Whats Local Today may from time to time facilitate Merchant availing insurance services from third party vendors and Merchant may at its sole discretion avail such insurance directly from a third party insurance provider. Whats Local Today disclaims any and all liability for any loss, theft or damage caused to the Merchant by availing the Pick Up and Drop Off Services irrespective whether Merchant chooses to avail an insurance or not.

 

  1. Rating
  1. You agree that:
    1. After completion of a transaction on the Platform, the Platform will prompt the Merchant with an option to provide a rating and comments about the Delivery Partner (with respect to the services performed by the Delivery Partner).

 

  1. Whats Local Today and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Whats Local Today and its affiliates without attribution to or approval of Merchant and You hereby consent to the same. Whats Local Today and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Whats Local Today’s or its affiliates’ content policies.

 

PART B: SPECIFIC TERMS FOR WHATS LOCAL TODAY SERVICES

  1. Cancellation
  1. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may not be allowed to cancel a transaction initiated on the Platform for which work the Delivery Partner has reached the pick-up location.

 

  1. The transaction initiated by You on the Platform may be cancelled, if:
    1. Information, instructions and authorisations provided by You (including the details of pick up and drop off location) is not complete or sufficient for Delivery Partner to execute the transaction initiated by You.
    2. If a Delivery Partner is not available to perform the services, as may be requested.
    3. If the transaction cannot be completed for reasons not in control of Whats Local Today including any technological glitch.

 

  1. Non- Exclusive

Whats Local Today’s Services shall be provided to You on a non-exclusive basis.

 

  1. Eligibility to Use
  1. Whats Local Today reserves the right to refuse access to the Platform, at any time to new Merchant or to terminate or suspend access granted to existing Merchant at any time without according any reasons for doing so.

 

  1. Unless otherwise permitted by Whats Local Today, You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purpose of creating an account with the Platform.

 

  1. User Account, Password, and Security

In order to use the Platform and avail the Whats Local Today Services, You will have to register on the Platform in a manner as contained in the Clause 2 herein (“Account”). You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to immediately notify Whats Local Today of any unauthorized use of Your Account information or any other breach of security. Whats Local Today cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Whats Local Today or any other visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another Merchant’s Account information for using the Platform is expressly prohibited.

 

  1. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that

    1. Was previously known to the Recipient without an obligation of confidentiality;
    2. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
    3. Is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information.

Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by the Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

 

  1. Representations and Warranties
  1. Each party hereby represents and warrants that:
    1. It has full power and authority to enter into these Terms of Use and perform its obligations hereunder;
    2. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
    3. It has not entered into, and during the Term (as defined below) will not enter into, any terms that would prevent it from complying with or performing under these Terms of Use (in your case, including without limitation, any exclusive terms with any third parties for the pick and drop off services via a technology platform); and
    4. The content, media and other materials used or provided as part of these Terms of Use shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

 

  1. You agree to use the Platform only:
    1. For purposes that are permitted by these Terms of Use; and
    2. In accordance with any applicable law, regulation or generally accepted practices or guidelines;
    3. On obtaining and maintaining throughout the Term any and all valid license, approvals, registrations, no objection certificates and in compliance with any law that may be specifically applicable to the business being carried out by Merchant and/or for use of the Platform or Whats Local Today Services by Merchant. You agree not to engage in activities that may adversely affect the use of the Platform by Whats Local Today or Delivery Partner(s) or other merchants.
  2. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Whats Local Today Services.

 

  1. You represent and warrant that You are legally authorised to view and access the Platform and avail the Whats Local Today Services.

 

  1. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Whats Local Today. You shall not use any deep-link, 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 in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Whats Local Today Property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

 

  1. You acknowledge and agree that by accessing or using the Platform, You may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Whats Local Today disclaims all liabilities arising in relation to such offensive content on the Platform.

 

  1. Further, You undertake not to:
    1. Defame, abuse, harass, threaten or otherwise violate the legal rights of others;
    2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;
    3. Do any such thing that may harms minors in any way;
    4. Copy, republish, post, display, translate, transmit, reproduce or distribute any Whats Local Today Property through any medium without obtaining the necessary authorization from Whats Local Today;
    5. Conduct or forward surveys, contests, pyramid schemes or chain letters;
    6. Upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;
    7. Upload or distribute files or documents or videos (whether live or pre-recorded) that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;
    8. Engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);
    9. Attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Whats Local Today server, or through the Platform, by hacking, password mining or any other illegitimate means;
    10. 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, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;
    11. Disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;
    12. Collect or store data about other user, merchant, Delivery Partner in connection with the prohibited conduct and activities set forth herein;
    13. Use any device or software 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;
    14. Use the Platform or any material or Whats Local Today Property 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 which infringes the rights of the Company or other third parties;
    15. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
    16. Impersonate any other user, Delivery Partner or person;
    17. Violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;
    18. Violate these Terms of Use contained herein or elsewhere;
    19. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting for any other nation; and
    20. Reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

 

  1. You agree and acknowledge that the use of the Whats Local Today Services offered by Whats Local Today is at Your sole risk and that Whats Local Today disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.

 

All materials/content on our Platform (except any third party content available on the Platform), including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, “Material”) are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Whats Local Today. You acknowledge and agree that the Material is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platform, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose other than the purposes stated under these Terms of Use, by any person or entity, without Whats Local Today’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platform or any part of the Material for any purpose other than its intended purposes is strictly prohibited. Subject to the above restrictions under this Clause, Whats Local Today hereby grants You a non-exclusive, freely revocable (upon notice from Whats Local Today), non-transferable access to view the Material on the Platform.

 

  1. Intellectual Property Rights
  1. The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Whats Local Today (“Whats Local Today Property”) and the design, structure, selection, coordination, expression, look and feel and arrangement of such Whats Local Today Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Whats Local Today Property without the prior written consent of Whats Local Today.

 

  1. The trademarks, logos and service marks displayed on the Platform (“Marks”) are the property of Whats Local Today, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Whats Local Today or such third party as may be applicable.

 

  1. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

    1. The Platform, Whats Local Today Property and Whats Local Today Services are provided by Whats Local Today on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Whats Local Today makes no warranty that
    1. The Platform, Whats Local Today Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free;
    2. The quality of the Platform will meet Your expectations; or
    3. Any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Whats Local Today shall create any warranty not expressly stated in these Terms of Use.

 

    1. Whats Local Today will have no liability related to any Merchant content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Whats Local Today also disclaims all liability with respect to the misuse, loss, modification or unavailability of any Merchant content.

 

    1. Whats Local Today will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.

 

    1. Whats Local Today shall not be responsible for the delay or inability to use the Platform, Whats Local Today Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Whats Local Today shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Whats Local Today's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.

 

    1. Whats Local Today shall not be liable for any damages, loss, cost, expense of any kind arising from Your use of the Platform or Whats Local Today Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

 

  1. Indemnification and Limitation of Liability
    1. You agree to indemnify, defend and hold harmless Whats Local Today and its affiliates including but not limited to its officers, directors, consultants, agents and employees (“Indemnitees”) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Whats Local Today Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of these Terms of Use, or Your violation of any rights of another, including any intellectual property rights.

 

    1. In no event shall the Indemnitees, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Whats Local Today Property or Whats Local Today Services on the Platform.

 

    1. Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Whats Local Today Services.

 

    1. Subject to applicable laws, in no event will Whats Local Today or its employees aggregate liability, arising from or related to the Whats Local Today Services or the use of the Platform shall not exceed INR 10,000/- (Indian Rupees Ten Thousand Only) for any and all causes of actions brought by You or on behalf of You.

 

    1. The Platform and the Whats Local Today Services are only available to merchants located in India. Merchant shall not access or use the Platform from any other jurisdiction except for India. If a Merchant accesses or uses the Platform from any other jurisdiction except for India, the Merchant shall be liable to comply with all applicable laws and Whats Local Today shall not be liable for the same, whatsoever.
  1. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Whats Local Today, for which monetary damages would be inadequate, and You consent to the Whats Local Today obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Whats Local Today may have at law or in equity. If Whats Local Today takes any legal action against You as a result of Your violation of these Terms of Use, Whats Local Today will be entitled to recover from You, and You agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

 

  1. Additional Terms

We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of these Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

 

  1. Link to Third Parties

The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Whats Local Today shall not be responsible for examining or evaluating such third party websites, and Whats Local Today does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Whats Local Today does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such third-party websites, You should review the applicable terms of use and policies for such third party websites. If You decide to access any such linked third party website, You do so at Your own risk.

 

  1. Term and Termination
    1. These Terms of Use will continue to apply until terminated by either You or Whats Local Today as set forth below. If You object to these Terms of Use or are dissatisfied with the Platform, Whats Local Today Services, Your only recourse, subject to the clearance of all payment obligations either to Whats Local Today or the Delivery Partner, is to terminate Your Account on the Platform by giving a 15 days’ advance written notice to Us. Whats Local Today will make Your account dormant upon receipt of request in writing and payment of outstanding dues, if any. Even after your account with Whats Local Today is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per these Terms of Use.

 

    1. The Company may terminate Your future access to the Platform or suspend or terminate Your Account and Whats Local Today Services if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.

 

    1. You hereby agree and acknowledge, upon termination, Whats Local Today shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

 

    1. You hereby further agree and acknowledge that nothing contained in this Clause 20 shall be construed as a waiver of Whats Local Today’s and/or Delivery Partner’s right to payment of the outstanding dues. You hereby further agree and acknowledge that on or before termination, You shall ensure that all the monies due to be paid to Whats Local Today and/or Delivery Partner are paid in a timely manner.

 

You hereby further agree and acknowledge that in case of non-payment of dues within the prescribed timelines:

      1. Whats Local Today shall not in any manner be liable to Delivery Partner for payment of such due; and
      2. Whats Local Today may:
    1. Adjust the amount due from the amount payable by Whats Local Today to You; and
    2. At its sole discretion take appropriate legal action against You to recover the same and/or on receiving a request, facilitate Delivery Partner for such recovery.

 

  1. Governing Law

These Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, forum, applicable authorities at NEW DELHI.

 

  1. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@whatslocal.today . In case You have any queries with respect to the Terms of Use or the Whats Local Today Services, please write to Us at support@whatslocal.today.

 

  1. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Whats Local Today, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Whats Local Today Service.

 

  1. General
    1. Amendments: Whats Local Today reserves the unconditional right to modify or amend these Terms of Use without any requirement to notify You of the same. You can determine when these Terms of Use were last modified by referring to the “Last Updated” legend above. It shall be Your responsibility to check this Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.

 

    1. Notice: All notices from Whats Local Today will be served by email to Your registered email address or by general notification on the Platform.

 

    1. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Whats Local Today’s rights under the Terms of Use are freely transferable by Whats Local Today to any third party without the requirement of informing You or seeking Your consent.

 

    1. Force Majeure: Any delay in or failure to perform any obligations by either party under these Terms of Use shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of such party committing default, including and limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, labour strikes, sabotage, rebellion, insurrection, epidemic, pandemics or similar outbreak (“Force Majeure”). Provided, however, You shall give prompt written notice within a period of 7 (seven) days from the date of the force majeure occurrence to Whats Local Today. You shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are remove In the event the Force Majeure event continues for a period of 7 (seven) days from the date on which Whats Local Today receives the notice from You as above, Whats Local Today shall have the right to terminate these Terms of Use.

 

    1. No Agency: Merchant shall not be deemed to be Whats Local Today’s agent, servant, or employee in any manner for any purpose whatsoever.

 

    1. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.

 

    1. Waiver: Any failure by Whats Local Today to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Whats Local Today of that provision or right.

 

    1. Equitable Remedies: Merchant acknowledge and agrees that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of these Terms of Use, and Merchant agrees that in the event of a breach of any provisions of these Terms of Use by the Merchant, Whats Local Today’s rights and obligations hereunder, in addition to any and all other rights and remedies that may be available to Whats Local Today in respect of such breach, shall be enforceable by specific performance, injunctive remedy or any other remedy available in any court of competent jurisdiction.

 

    1. Integration: These Terms of Use together with Whats Local Today’s Privacy Policy and any other legal notices, communications published by Whats Local Today on its Platform, and any other agreements executed between You and Whats Local Today shall constitute the entire agreement between you and Whats Local Today concerning its Platform, Whats Local Today Services and governs Your use of the Platform and Whats Local Today Service, superseding any prior agreements between You and Whats Local Today with respect to the Platform and Whats Local Today Service.

 

    1. IP Infringement: If You believe the Platform violates Your intellectual property, You must promptly notify Whats Local Today in writing at legal@whatslocal.today. These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:
      1. The intellectual property that You believe is being infringed;
      2. The item that You think is infringing and include sufficient information about where the material is located on the Platform;
      3. A statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
      4. Your contact details, such as Your address, telephone number, and/or email;
      5. A statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and
      6. Your physical or electronic signature