This ‘Agreement’ is agreed and entered on Online Registration Date by and between:
Datapress Solutions(OPC) Private Limited, a company registered under the Companies Act,
1956 and having its corporate office at Saby Complex,Payyoli,Kozhikode,Kerala 673522
(herein after the “Company”) including its affiliates, subsidiaries, successors and
assigns thereof as first party; and
• The Entity, as detailed further in ANNEXURE I, including its successors and assigns
thereof as second party.
The “Entity” and “Company” are collectively referred to as “Parties” and individually as “Party”.
A. The Company is engaged in the business of making available software related
services to its end customers.
B. The Entity has approached the Company for availing the Software Services made available by
the Company through the Company developed Platform as per the terms of this Agreement.
C. The Entity and the Company desire to enter into this Agreement to bind themselves with
their mutual obligations as prescribed hereunder.
NOW THEREFORE THE PARTIES HERETO AGREE TO THIS AGREEMENT
TERMS AS FOLLOWS:
- SCOPE OF SERVICES
1.1.The Company provides a limited, revocable, non-exclusive and non-transferable
license to the Entity to access on company developed software . The Company Platform must
be accessed either using a web-browser with user name and password.
1.2.Online Services and use of the Company Platform will be purely at
available on the Company Platform.
- ACCESS TO COMPANY PLATFORM
2.1.The Company Platform shall not be used, compiled, cached, sold, distributed or
otherwise made available by Entity except as specifically provided in this Agreement.
2.2.The Company has the right, at any time, to terminate or suspend access of the
Company Platform, without any liability, if the Company believes in good faith that (i)
such termination or suspension is necessary to preserve the security, integrity, or
accessibility of the Company Platform; (ii) fraud, abuse or misuse of the Company
Platform is being caused or permitted by the Entity or (iii) the Entity breaches any terms
of this Agreement.
2.3.The Company is rendering services as a facilitator between the Service Provider and
the Entity through the software link.
- OBLIGATIONS OF THE ENTITY Software User shall:
the Company from time to time.
3.2Be responsible for maintaining security of log-in credentials (including the username
and password) shared by the Company.
3.3Be responsible for any loss, theft or unauthorized use of its log-in credentials and
shall immediately notify the Company upon becoming aware of such loss, theft or
3.4Not use the brand name (includes modifications), logo, tradename or references of or
to Company or to the Company Group in any manner whatsoever, unless approved in
writing the Company
3.5Conduct itself in a manner which does not impact or may cause an impact on the
goodwill of the Company.
3.6Not use, modify, download, copy, compile, cache, sell, transmit, distribute or
otherwise make available anything from the Company Platform except as specifically
provided in this Agreement
- REPRESENTATIONS & WARRANTIES
4.1 Each Party represents and warrants to the other Party that:
4.1.1It has full legal right, power an authority to carry on its business and to enter into
this Agreement and perform all of its obligations, terms and conditions hereunder;
4.1.2Neither the execution nor delivery of this Agreement, nor the fulfilment nor
compliance with the terms and provisions hereof, will conflict with, or result in a
breach of terms, conditions or provisions of, or constitute a default under, or result in
any violation of its charter documents or by laws, if any, or any agreement,
restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to
which it is subject, or require any consent, approval or other action by any court,
tribunal, administrative or governmental body.
4.2The Entity additionally agrees and acknowledges that the Company disclaims any
representations, warranties and liabilities on the merchantability, accuracy,
completeness, or fitness for a particular purpose of any data on Company Platform.
- CONFIDENTIAL INFORMATION
7.1The Parties agree that any information (including any written, tangible or intangible
information) exchanged between or disclosed by either Party to the other Party from
time to time, which by its inherent nature is confidential or is specifically mentioned as
confidential, shall be the confidential information of the disclosing Party. The Party
receiving such confidential information shall not disclose the same to the public/any third
party without taking the prior written approval of the other disclosing Party.
7.2 The obligation of confidentiality contained under this Clause shall not apply to
7.2.1 At the time of the disclosure is or already was in the possession of the other
Party as evidenced by written documents; or
7.2.2 At the time of the disclosure was already in the public domain as evidenced by
written documents; or
7.2.3 After the disclosure became generally available to the public through no fault of
the receiving Party; or
7.2.4 Was subsequently disclosed to the receiving Party by a third party having a
lawful right to disclose the information and being under no obligation of confidentiality
with regard to the disclosing Party under this Agreement; or
7.2.5 Has been developed by the receiving Party independently on its own and
without reliance on any information provided by the disclosing Party under this
7.2.6 Is required to be disclosed by the receiving Party to comply with applicable
laws or governmental regulations, provided that the said receiving Party provides
prior written notice of such disclosure to the disclosing Party and takes reasonable
and lawful actions to minimize the extent of such disclosure.
- INTELLECTUAL PROPERTY
8.1 All rights pertaining to trade names, trademarks, service marks, logos, symbols,
proprietary marks and any other Intellectual Property Rights in respect of Company
Platform as well as any information supplied by the Company shall exclusively vest with
8.2The Entity shall not acquire any right whatsoever, in the Intellectual Property or
proprietary rights of the Company on account of access to the Company Platform.
- TERM AND TERMINATION
9.1The Agreement shall commence from the Effective Date and shall be valid unless
terminated by either Party as per the provisions of this Section 9 (“Term”).
9.2Either Party may terminate this Agreement without assigning any reason therefor by
serving 30 (thirty) days’ prior written notice to the other Party anytime during the Term of
9.3The Company may, at its sole discretion, terminate this Agreement with a shorter or
9.2.1 For material breach (as determined in the Company’s sole discretion) of the
terms of this Agreement by Travel Agent Partner; or
9.3.2 In case of a breach of the terms of this Agreement by Entity which is
non-capable of being cured and in case it is capable of being cured, if Entity fails to
cure the breach within such reasonable time as notified by the Company.
9.4Either Party shall have the right to terminate this Agreement if the other Party makes
a general assignment for the benefit of creditors, makes a written admission of its
inability to pay its debts or obligations as they become due, has a petition in bankruptcy
filed by or against it (and such petition is not dismissed within thirty (30) calendar days),
a receiver or trustee of any of its property is appointed, is adjudged to be insolvent by
any court having jurisdiction, or it is dissolved, liquidated or terminated
9.5The accrued obligations of a Party prior to termination of this Agreement, for any
reason whatsoever, shall continue to be binding on that respective Party those are
completely discharged. Entity shall continue to provide Services for the Bookings prior to
the date of termination.
10.1Entity agrees to indemnify and hold the Company, its officers, directors, employees,
successors, and assigns harmless against all losses, damages, liabilities, costs or
expenses of whatever form or nature, including, without limitation, attorney’s fees and
expenses and other costs of legal defence whether direct or indirect, that they, or any of
them, may sustain or incur as a result of any acts or omissions of the Entity, including,
but not limited to, (1) breach of any of the provisions or obligations of this Agreement (2)
negligence, misconduct or other tortuous conduct, or (3) misrepresentations made
10.2Neither Party shall be liable to the other for any indirect, incidental, punitive, special
or consequential damages or losses (including without limitation loss of profit or revenue
etc.), whether under contract or in tort, and even if the other Party had been advised of
the possibility of such damage or loss.
10.3Notwithstanding anything to the contrary in this contract, in case of any dispute
(including third party claims) the maximum aggregate liability of the Company under this
Agreement is limited to the amount of INR 500.
11.1 This Agreement is governed by the laws of India and Parties agree to the exclusive
jurisdiction of courts of Calicut,Kerala, India.
11.2 The waiver of any right in this Agreement shall be in writing and signed by the Party
against whom enforcement is sought, and shall not be a waiver of any other right in this
11.3Entity shall not assign this Agreement to any third party without the Company’s prior
written consent. The Company may assign this Agreement without Entity’s consent.
11.4Any notices under this Agreement by a Party to the other Party shall be issued to
the respective Party’s address mentioned in this Agreement.
11.5Modifications to this Agreement shall be done by (1) means of a separate
amendment as an agreement signed by both Parties, or (2) by way of a mutually
accepted email, or (3) by means of a revised link sent by the Company and acceptance
of the same by the Entity, or (4) by means of a written communication via email or
otherwise by the Company and deemed acceptance by means of conduct by the Entity.
11.6Unless as otherwise specified in the Agreement, neither Party shall be responsible
for any failure to comply with its respective obligations under this Agreement, where
such failure or delay is due to events of Force Majeure (as defined below) provided that
the affected Party notifies the non-affected Party within reasonable time of the
commencement of the event of Force Majeure. Force Majeure events shall mean any
circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of
God, epidemic, pandemic, explosion, disease, earthquake, hijacking, sabotage, crime.
11.7This Agreement and Annexure(s), if any, constitute the complete and exclusive
statement of the Agreement between the Parties, and supersedes all proposals, and all
other prior or contemporaneous communications between the Parties relating to the
subject matter hereof, whether written or oral.
11.8This Agreement shall be signed by the Entity upon agreeing to these terms and
conditions with Company as a click wrap agreement. Accordingly, this Agreement is
legally valid between the Parties by virtue of their online acceptance.
DETAILS OF THE SOFTWARE USER AS PER ONLINE REGISTRATION DATA
- “Affiliates” includes persons which are Controlled by Company, or under common Control of
a person who is controlling Company.
- “Company Platform”/ “Platform” means any present or future booking or information
platforms (like websites, mobile applications, m-sites, processes and sales channels)
owned or operated by any entity forming part of the Company Group. Company Platforms
include the websites www.esevanakendram.com and their
respective mobile applications.
- “Control” means ability to, directly or indirectly, direct or cause the direction of the
management or policies of a person, whether through the ownership of voting securities, by
contract or otherwise.
- “Intellectual Property Right” means any patent, copyright, inventions, database rights,
design right, registered design, trade mark, trade name, brand, logos, service mark,
know-how, utility model, unregistered design or, where relevant, any application for any
such right, know-how, trade or business name, domain name or other similar right or
obligation whether registered or unregistered or other industrial or intellectual property right
subsisting in any territory or jurisdiction in the world.
- “Online services” means the services made available by Service Provider(s) on the
- “Service Provider” means a third party service provider who is making available online
Services on the Company Platform, directly or indirectly, and is ultimately responsible for
providing online Services.