Contract

The Event Organizer/User is hereby requested to read these Terms and conditions as these terms form a part of the agreement/contract which will be binding upon us i.e. the Company and you i.e. the Event Organizer. This is an Agreement and/or Contract for the defining the scope of the services and the agreed terms whereby the Event Organizer is taking the package touseWedupp for their Client

APP WORKS, a company registered under the provisions of Companies Act, 1956 and hereinafter referred to as, "We", "Us", or "Our" of the one part;

AND

EVENT ORGANIZER being the person intending to login and/or signup for the purpose of using the services or otherwise and hereinafter referred to as, “Event Organizer” or “you” of the other part;

  • • By accessing, or using the Services of any nature whatsoever either by login, signup and/or otherwise of WEDUPP (mobile application), www.wedupp.com (Website) (hereinafter referred to as “the Services”) you agree to be bound by this Contract and further these Terms and conditions.
  • • By agreeing to this Contract and these Terms and Conditions, you confirm that you have read and understood the scope of this contract as the same is binding upon you.
  • • By agreeing to this Contract and these Terms and Conditions, you further confirm that you have not been formally suspended or removed or restricted from any of our Services by us or otherwise in any manner whatsoever.
  • • We may, in our single and absolute discretion, without disclosing the reason, have the rights to refuse and/or restrict and/or stop to offer and/or continue giving the Services, to you and/or to any person or entity, for any reason whatsoever.
  • • We may, without any notice, and in our single and absolute discretion, terminate your right to use the Services, or any part thereof, and/or block or prevent your future access to and for the use of our Services or any part thereof.
DEFINITIONS & INTERPRETATIONS
  1. “Wed Upp” shall refer to the mobile application with the digitalized features such as but not limited to creation of accounts, sharing of ideas and information, sharing of photos, planning of Guest lists, RSVPs, travel & accommodation, notifications to the users, to the Event Organizer for use in planning and managing ceremonies and in relation to which the Intellectual Property Rights of the said Wed Upp are owned by the Company;
  2. "ConfidentialInformation"shall mean any and all Information, of whatever nature, in whatever form, whether or not marked as confidential, which has already been and/or which may be disclosed either directly or indirectly, by the Company, to otherParties or any of them, about or relating to the Company’s (or its affiliates’) business, including but not restricted to source codes, data, models, samples, formulations, materials, specifications, designs, photographs, drawings, processes, uses, technical data, business ideas, know-how, experience, business strategies, trade secrets, formulae, marketing and finances and all copies, notes, reports, analyses and reviews of the aforementioned prepared by the recipient or on its behalf, but does not include such Information, which is in the public domain prior to the disclosure. For the avoidance of doubt, it is hereby explicitly clarified that the Company is and shall remain, to the exclusion of every other Person, the owner of all Confidential Information, and that the transfer of possession thereof, or the disclosure thereof, as the case may be, by the Company to any party or person does not entail a transfer of such ownership, but merely constitutes a temporary right of access and/or use, of such Information, as the case may be;
  3. “Intellectual Property Rights”means the following rights, wherever in the world enforceable including all reversions, renewals,and extensions of such rights:
    1. any patents or patent applications including any applications for same;
    2. any trademarks (whether or not registered) including any applications for registration of the same;
    3. inventions, discoveries, topography rights, utility models and improvements whether or not capable of protection by patent or registration;
    4. copyright or design rights (whether registered or unregistered);
    5. database rights;
    6. any goodwill in any trade or service name, trading style or get-up; and
    7. any and all other intellectual or proprietary rights.
  4. “License”means the authority to use the said Wed Upp with limited use and use of the Intellectual Property Rights which are owned by or are licensed to the Event Organizers by the Company.
CONSIDERATION

The prices of the packages are listed on the Company’s website. The Event Organizer is be given the packages at adiscounted rate as mentioned in their dashboard.

The consideration as to be paid by the Event Organiser is NON REFUNDABLE and/or NON-ADJUSTABLE in any manner whatsoever.

It is clearly agreed by the Event Organizer that they shall not sell the Wed Upp application and its services on premium rates i.e. over and above the prices as listed on our website to their clients or anyone in any manner whatsoever.

It shall be the sole duty and responsibility of the Event Organizer to make the timely payments for using the said Wed Upp to the Company and shall not withhold the payment for any reason whatsoever. The login ID shall only be provided post full payment towards the same.

All the applicable taxes, including GST and statutory payments,has to be paid by the Event Organizer on the mentioned rate.

REPRESENTATIONS, WARRANTIES,AND COVENANTS

The Event Organizer hereby represents and warrants to the Company that the statements in this Clause are all true and correct as of the date of this Agreement and shall remain true during the subsistenceof this Agreement:

  1. Has all requisite approvals, registrations, consents, etc. as required under applicable law to conduct its business and the Event Organizer is in and will remain in compliance with all regulatory requirements in respect thereof;
  2. The Event Organizer has the power and authority to execute and deliver this Agreement and the Event Organizer does not require any further authorization or consent of any party or any governmental authority. The Agreement, on execution and delivery, will be a legal, valid and binding Agreement, enforceable in accordance with its terms;
  3. The execution and delivery of this Agreement by the Event Organizer and the promises, agreements or undertakings under this Agreement do not violate any applicable law applicable to the Event Organizer or any intellectual property rights or related rights applicable to it or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which it is a party or which are applicable to it;
  4. The event Organiser shall be acting for and on behalf of their client and In all the Events it is the Event Organizer who shall be liable, responsible and answerable to their customers/clients and in no manner shall be held/hold the Company liable and responsible for the ill acts done by them;
OBLIGATIONS OF THE EVENT ORGANIZER

The Event Organizer shall ensure that:

  1. They shall be managing the entire event of whatsoever nature on their own and in no manner shall ask their customers/clients to coordinate or communicate with the Company;
  2. They shall be personally liable for all the acts done by them for and on behalf of their customers/clients;
  3. The Event Organizer has read and understood the Terms of Use and Privacy Policy of the Wed Upp Application and agrees to abide and oblige the same. The Event Organizer shall also make their Client/Customers abide and observe the Terms of Use and Privacy Policies of the Wed Upp Application. The copy of the said Terms of Use and the Privacy Policy is available atwedupp.com
  4. They shall not misuse the service as provided by the Company and/or the Wed Upp Application in any manner whatsoeverandfurther shall not provide false information with regards to usage of Wed Upp application, to their clients/customers;
  5. They shall make sure that due to their non-performance, the name, reputation,and goodwill of the Company shall not be affected in any manner whatsoever and shall always indemnify and keep indemnified the Company against all such claims, damages or losses that company may have to suffer due to Event Organizer’s non-performance on the part of the Event Organizer;
  6. The Event Organizer shall inform the Company by notice in writing of any change in the nature of their business including but not limited to thepartnership, transfer, incorporation, etc., within one week of such change.
  7. The event organizer shall take new Package of subscription for every event/wedding. The Event Organizer will be solely liable and responsible to generate the separate Login for every Event. It shall be the Sole Responsibility of the Event Organizers to share the said Login Id with the persons as authorized by their Client/Customer. The Company shall not be under any obligation to any further act except giving the Login Id and Password. The Company shall not be liable and Responsible for any loss and/or damage of any nature whatsoever as that may be suffered due to misuse of the said Login Id and/or Password by anyone.
  8. the Company shall have full rights to access all the data that may be interacted via Wed Upp application and the Company shall at their sole discretion may hold/edit/update/modify the said data and further deactivate the account (aforesaid login Id and/or Password) and/or invalidate the Login ID and Password as given to the Event Organizer and/or their Customers/Clients without any Notice of any nature whatsoever;
  9. it is agreed, declared and confirmed by the Event Organizer that they shall not misuse or try to hack the Application and/or source codes of the said Wed UppApplicationand shall not try/attempt to hack/steal the data of other clients of the Company in any manner whatsoever. If at any point the Company finds any such activity then the Company shall without giving any Notice shall be authorized to suspend all the Login Id and/or Passwords, as given to them, said Even Organizer and further shall be at liberty to initiate the Legal Action of the civil and or Criminal nature at the cost, risk,and consequences of the Event Organizer.
  10. The Event Organizer also make sure that they shall not steal the idea of the Company and shall not try to create any such technology which is similar to WEDUPP and further shall make sure that there are no conflicts of interests;
  11. the Event Organizer shall always make sure that due to non-performance or non-adherence of their contractual obligations against their own customers/ clients, the name, goodwill,and reputation of the Company shall not be affected;
  12. the Company shall have the complete access to the data and details of Event Organizer’s Customers/Clients;
NATURE OF RELATIONSHIP

The Event Organizer is an independent Client and not the agent or employee of the Company. The relation between the Company and the Event Organizer is on a principal to principal basis and neither Party will hold out to any party outside as an agent of the other.

LIMITATION OF LIABILITY

Notwithstanding any provision to the contrary, neither Party hereto shall be liable to the other Party hereto or any other person or entity for indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with this Agreement. The Liability of the Company in all cases shall remain limited only.

INDEMNITY

The Event Organizer shall keep the Company and all its partners, employees, subsidiariesindemnified against all claims arising out of any loss, theft, damage or liabilities whatsoever and howsoever caused to the usage of the Wed Upp or goodwill and reputation of the Company, whether or not foreseeable, caused by the default, negligence, noncompliance of the safety norms or lapse on the part of the Event Organizer and/or company [or any of his employees or agents] and/or their Customers/Clientson account of the Service carried out as stipulated under this Agreement and on account of enforcement of applicable laws.

COMPLIANCE OF LAWS

The Event Organizer hereto agree that they shall comply with all applicable local laws, ordinances,and codes in performing its obligations hereunder, including the procurement of licenses, permits, certificates and any other requirements with regard to its employees or persons engaged by the Event Organizer and such taxes, licences or any services to be provided hereunder.

CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

Except as otherwise provided in this Agreement or with the consent of the Company, the Event Organizeragrees that all information including the terms of this Agreement, business and financial information, customer and pricing and other secret and/or confidential information, concerning the Company, or any of their affiliates, provided by or on behalf of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly by the Event Organizer. They will not usesuch information for their own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such the Company hereto or its affiliates. The event organizer cannot use the similar services of any other competitor and/or start and/or support any other similar services as provided by wedupp during the continuation of this contract and/or within 5 years from the termination of this Contract.

TERMINATION
  1. The Company shall have the right to terminate this Agreementsjury by written notice at any time having animmediate effect to the Event Organizer, in the event of abreach of any of the Clause of this Agreement and/or Terms of Use and/or Privacy Policy of the Wed UppApplication.
  2. This Agreement shall ipso facto terminate if the company stop/shut its business.
  3. Consequences of Default Notwithstanding any other remedy which the Company may be entitled to, the Company may in its sole discretion recover Liquidated Damages for breach of contract and default. In case if the contract is terminated for any reason the company shall not be liable and/or responsible to pay for any claim of the Event Organiser to anyone.
COMPENSATION

In event of abreach of terms and conditions as aforesaid by the Event Organizer, the Event Organizer shall be liable and responsible to compensate the Company for the losses as suffered by them due to non-performance of the terms and conditions of this agreement, terms of use and privacy policy of the said Wed Upp.

CORRESPONDENCE/ NOTICE

Any notice relating to any alleged breach or non-performance of this Agreement shall be sent to the Event Organiser via email at their registered Email address and the same shall constitute a valid Notice.

DISPUTE RESOLUTION
  1. In case of any dispute or difference arising between the parties hereto as regards interpretation or implementation of any of the terms and conditions, the same shall be resolved mutually by negotiation first and if not resolved so then through arbitration and such arbitration shall be governed by the Arbitration and Conciliation Act, 1956 and rules thereunder. The venue of the arbitration shall be only at Mumbai and procedure of the Arbitration shall be as may be decided by the Arbitrators.
  2. The Courts of law located at Mumbai only shall have exclusive jurisdiction in the event of any legal/judicial proceedings.
GOVERNING LAW

This agreement shall be strictly governed by and construed in accordance with the law of India.

FORCE MAJEURE

either party shall not be held responsible for failure or delay to perform all or any part of this Agreement due to flood, fire, earthquake, drought, war or any other events, which could not be predicted, controlled, avoided or overcome by the relative party.

SEVERABILITY

If any provision of this Agreement is held illegal or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed severable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of the Agreement in such jurisdiction and shall not affect or impair the enforceability of such provision in any other jurisdiction.

GENERAL
  1. This Agreement supersedes any and all of the proposals, prior negotiations, writings, purchase orders, and discussions between the parties, and neither of the parties hereto shall be bound by any conditions, definitions, representations, or warranties with respect to the subject matter other than as set forth in this Agreement.
  2. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written statement signed by both Parties hereto.
  3. The Parties represent that the person signing on their behalf has the requisite authority to sign this Agreement on their behalf and to bind the respective Parties.
  4. The failure of either Party to enforce any term or condition of this Agreement shall not constitute a waiver of either Party's right to enforce each and every term and conditions of this Agreement. Except as provided herein, no remedy confirmed by any specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
  5. This Agreement is made in the English language and will be executed in three counterparts each of which shall be sufficient evidence of the Agreement but all of which individually shall constitute one and the same instrument.

WedUpp

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