End User License Agreement
By clicking “I Agree” icon/tab below, you hereby agree, that, the terms and conditions of this Agreement are binding upon you, the payer of the services (hereinafter referred as to “You”) and your relatives (hereinafter individually and/or collectively referred to as “Your Relative”) for whom, you desire to avail Management Services (as defined herein) from and use the “Yodda” and/or “Yodda Care” Computer Application (hereinafter referred as the “said Application”) which includes the Computer Software of Yodda Elder Care Technologies Private Limited (hereinafter referred as the “Company”), a “company” within the meaning of Section 2(20) of the Companies Act, 2013, having Corporate Identity Number: U85100PN2021PTC199508. You and Your Relative understands and agrees that, the Company shall not and will not, through the said Application, supply any goods and/or services or both including but not limited to digital products over the digital or electronic network. You and Your Relative understand and agrees that, the said Application is only a medium of communication between You and Your Relative with the Company, so as to enable the Company to render Management Services (as defined herein) without the use of the said Application.
By clicking “I Agree” icon/tab below, Your Relative hereby agrees and understands that, the Management Services (as defined herein) shall be rendered by the Company to You and that the Company is assisting You to organize the Management Services, through third party vendors/service providers for Your Relative. Your Relative has to accept the terms and conditions of this Agreement, to enable to the Company to render Management Services to You for the benefit of Your Relative.
Upon clicking “I Agree” icon/tab below, You and/or Your Relative (as the case may be) accept the terms and conditions of this Agreement and this Agreement becomes a legal contract, between the Company and You and/or Your Relative (as the case may be). You further agree that, the Company may arrange for the Third Party Services (as defined in this Agreement) as provided in this Agreement and that the Third Party Service Provider(s) (as defined in this Agreement) is/are the agent of You only and is/are not the agent/sub-agent of the Company, in any capacity and in any manner whatsoever.
IF YOU AND/OR YOUR RELATIVE ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE CLICK ON THE “DO NOT AGREE” ICON/TAB BELOW AND DO NOT INSTALL/USE THE YODDA AND/OR YODDA CARE SOFTWARE.
You and/or Your Relative by agreeing to the terms and conditions of this Agreement, hereby declare and confirm that: (a) You and/or Your Relative are of the legal age and eligible to enter into this Agreement; (b) You and/or Your Relative are capable to enter into this Agreement and also have all the necessary powers and authority to enter into this Agreement and to perform all of the obligations to be performed hereunder and that too without obtaining any third person’s consent or approval; (c) The acceptance of this Agreement and the services/transactions contemplated herein and/or the performance as per the terms and conditions of this Agreement do not (i) violate any law, judicial or administrative order, award, judgment or decree, applicable or governing You and Your Relative or (ii) conflict with the terms, conditions of any contractual obligations or regulations; and (d) This Agreement shall constitute valid and legally binding obligations and shall be enforceable in accordance with the terms hereof and thereof.
1. Management Services:
The Company hereby agrees to render Management Services to You/Your Relative and You hereby agree to avail the Management Services to be rendered by the Company, as per the terms and conditions of this Agreement. It is hereby clarified that, Management Services shall not be rendered through the said Application and that, as clarified aforesaid, the said Application is only a medium of communication between You and Your Relative with the Company.
For the purposes of this Agreement, “Management Services” shall mean certain assistance to be rendered by the Company to You, by managing, arranging and organizing certain select services () as may be decided by the Company, from time to time and at such locations as may be decided by the Company from time to time, on a reasonable effort basis and in a reasonable manner, for Your Relative through third party vendors (). It is hereby clarified that, the actual services required by Your Relative shall not be rendered by the Company, but shall be rendered by a Third Party Service Provider to Your Relative.
For Example:
Example 1: If Your Relative requires certain plumbing repair work to be organized, the Company shall assist You in organizing such services in reasonable manner to be rendered by the Third Party Service Provider directly to Your Relative and the Company shall not actually undertake any plumbing repair work.
Example 2: If Your Relative requires certain health care services, the Company shall assist You in organizing and referring Your Relative to a hospital, doctor and clinic (Third Party Service Provider) and completing the patient documentation/ patient admissions related formalities, on behalf of You and/Your Relative, as required by the respective hospital, doctor and clinic, in a reasonable manner and that, the actual health care services shall be rendered by such hospital, doctor and/or clinic (Third Party Service Provider), to Your Relative directly.
2. Third Party Service Provider(s):
As mentioned above, You and/or Your Relative understand, acknowledge and accept that, the actual services (Third Party Services) required by Your Relative, shall not be rendered by the Company, but shall be rendered by the Third Party Service Provider(s). You and/ Your Relative hereby authorize the Company to accept the terms and conditions of the Third Party Service Provider(s) on your behalf, so as to enable the respective Third Party Service Provider(s) to render the required services to Your Relative.
You and/or Your Relative acknowledge that, the Third Party Services rendered/to be rendered by the Third Party Service Provider(s) to Your Relative.
The Parties hereby agree and clarify that, the Third Party Service Provider is the agent of You and is not the agent and/or sub-agent of the Company.Thus, You and/or Your Relative agree and acknowledge that, the Company is not responsible and/or liable to You and/or Your Relative in any manner for the Third Party Service arranged and/or rendered and/or to be arranged/rendered by the respective Third Party Service Provider(s), in any capacity. It is further clarified that, the Company shall not be responsible and liable in any manner whatsoever, in respect of quality, quantity, time or manner of rendering Third Party Service by the Third Party Service Provider.
For the Third Party Service, the privity of contract shall be between You, Your Relative and the respective Third Party Service Provider(s). The Company shall be a service provider to You for rendering Management Services.
For the purposes of this Agreement, it is hereby clarified that, Apple Inc, Google LLC, Microsoft Corporation, BlackBerry Limited and their respective affiliates and any entity with reference to the foregoing commonly/generally referred to as an entity of “Apple”, “Google”, “Microsoft”, “BlackBerry” are not and shall not be considered as Third Party Service Provider(s) in any manner whatsoever.
3. License:
The Company hereby grants to You and/ Your Relative, as the case may be and You and/Your Relative accept, a non-exclusive, non-transferrable, non-sublicensable and a revocable license, to use the said Application, on You/Your Relatives’ personal device, subject to the terms and conditions of this Agreement and for You and/or Your Relatives’ personal and non-commercial use and subject to the terms and conditions of this Agreement. The “Yodda”, “Yodda Care” and the logo “”, is the brand-name, trade-mark and/or trade-name of the Company that, no right, title, interest, license is granted to You and/or Your Relative, as per this Agreement.
4. Ownership Rights:
You and Your Relative acknowledge and agree that, rights, title, interest and Intellectual Property Rights, in and to the said Application are and shall remain and be continued to be owned by the Company only. “Intellectual Property Rights” for the purpose of this Agreement shall mean and include all rights in and in relation to all intellectual property rights of the Company and in relation to the said Application, prepared, developed, being developed and/or proposed to be developed, including, as applicable, all patents, patent applications, moral rights, trademarks, trade names, service marks, service names, brand names, internet domain names and sub-domains, inventions, processes, formulae, copyrights, business and product names, logos, slogans, trade secrets, industrial models, processes, designs, database rights, methodologies, computer programs, source code, application code, execution code, updates, upgrades, technical information, technical drawings, diagram, procesure, process, know-how, all pending applications for and registrations of patents, models, trademarks, service marks, copyrights, designs and internet domain names and sub-domains, computer programs, source code, application code, execution code, business plans, list of the vendors, list of the customers, financial information and all other intellectual property or similar proprietary rights of whatsoever nature (whether registered or not and including applications to register or rights to apply for registration) in each case anywhere in the world.
It is hereby clarified by the Parties that, any changes, suggestions, improvements, if any, suggested by You, shall be the Intellectual Property Rights of the Company.
The rights, title, interest and Intellectual Property Rights, in and to the said Application, shall remain and be owned by the Company only and that, no right, title, interest, license, in that regard, is granted to You and/or Your Relative, as per this Agreement.
5. Confidential Information:
You and Your Relative understand and acknowledge and agree that, for the purpose of rendering the Management Services, the Company may disclose certain Confidential Information, to You and Your Relative. You and Your Relative agree that, You and Your Relative shall not use, share and/or divulge any Confidential Information in any manner, and use only for the performance of You and/or Your Relatives’ obligations as provided in this Agreement or only to avail services as provided in this Agreement and for the purpose of exercise of You and/or Your Relatives’ rights as provided in this Agreement. You and/or Your Relative shall be liable for non-compliance of these confidentiality obligations and the provisions of this Agreement.
For the purpose of this Agreement, “Confidential Information” shall, whether or not identified/marked/communicated as “confidential”, mean and include (i) Intellectual Property Rights of the Company; (ii) this Agreement; (iii) any dispute arising out of or in connection with this Agreement or the resolution of such dispute, unless such dispute is before a public forum; and (iv) all other information which You and Your Relative knew or should have reasonably known, was the confidential information of the Company.
6. You and Your Relatives’ Account in the said Application:
You and Your Relative are under an obligation to create an account (hereinafter individually and/or collectively referred to as the “Account”) as referred to in the said Application by providing/sharing/uploading all the required information including but not limited to personal details, in the said Application, at the time of creating the said account. You and Your Relative are also under an obligation to provide/share/upload in the said Application, the other requisite information as may be required by the Company, from time to time. All the information provided/shared/uploaded by You and/or Your Relative including but not limited to You and/our Your Relatives’ name, address, identity details, gender, age, date of birth, contact details, medical history, medical records and/or emergency contact details, shall be referred to as “User Information” for the purposes of this Agreement.
You and Your Relative hereby agree to provide the true, correct and complete User Information to the Company through the said Application and You and Your Relative are under an obligation to update any change in such User Information, from time to time and until such change, the User Information so provided shall be deemed to be updated and correct.
You further specifically agree and permit that, the Company can use the User Information, as may be required by the Company, to enable the Company to render the Management Services to You or to Your Relative on behalf of You. By providing, sharing and/or uploading the User Information of You and Your Relative, You hereby declare that, You and Your Relative are the sole owner of the User Information and have all the rights, title and interest to such User Information and that the Company’ use of such User Information shall not violate and/or infringe rights of any person in any manner whatsoever and to You/Your Relative can legally provided and permit use or disclosure of User Information by the Company to Third Party Service Provider(s) and/or to the employees, consultants and advisors of the Company.
YOU HEREBY AGREE THAT, YOU AND YOUR RELATIVE SHALL NOT SHARE PROVIDE, SHARE, UPLOAD ANY INFORMATION WITH THE COMPANY/THE SAID APPLICATION, WHICH IS SPECIFICALLY RESTRICTED TO BE PROVIDED, SHARED AND/OR UPLOADED, BY WHATEVER NAME CALLED, BY THE LAWS OF THE REPUBLIC OF INDIA.
7. Privacy:
The Privacy Policy of the Company is displayed at: https://www.yodda.care/privacy and is deemed to be incorporated, in this Agreement and is binding on the Company, You and Your Relative.
Considering the nature of the services and arrangement, required or arranged by the Company and covered by this Agreement,You and Your Relative specifically agree that, the Company can, at its sole discretion use the User Information and/or as may be required by the Company, disclose the User Information or part thereof, provided by You and Your Relative, to Third Party Service Providers and/or to proposed Third Party Service Providers and/or the employees, advisors, consultants and/or agents of the Company.
8. Operate and Access to SmartPhone, said Application and the internet/network data:
You and Your Relative specifically understand and agree that, to enable to the Company to render services to You, You and Your Relative, should possess and be able to operate a device (commonly referred to as a “SmartPhone”) and the said Application and such SmartPhone (in which the said Application is installed) should have access to reasonably high speed internet/SmartPhone’s network data.
You and Your Relative specifically agree that, if You and Your Relative are unable to access and operate your SmartPhone and the said Application and/or if the SmartPhone (in which the said Application is installed) did not have access to reasonably high speed internet/SmartPhone’s network data and in any such circumstances, the Company shall be unable to render any services, in any manner whatsoever and the Company shall not be liable to refund any Management Fee (as defined herein) except as specifically provided in this Agreement, to You, on any account.
It is hereby clarified that, the access and operation of the said Application, installed by You and Your Relative, shall be as per the terms and conditions of this Agreement.
9. Calls, Notifications and Text Messaging:
You and Your Relative specifically and additionally agree that, the Company can contact You and/or Your Relative, through calls, notifications and text messages, as may be deemed fit by the Company. If you desire to opt-out from receiving any calls, notifications and/or text messages, either completely or for a limited time, You and/or Your Relative, may do so; but, if You and/or Your Relative, opt-out, as stated, the Company shall be unable to render any services, in any manner whatsoever and the Company shall not be liable to refund any Management Fee (as defined herein) except as specifically provided in this Agreement, to You.
10. Management Fee:
In consideration of mutual covenants and agreements as set out in this Agreement and for the Management Services, to be rendered by the Company to You, You/Your Relative shall be under an obligation to pay to the Company, a Management Fee. The Company shall be entitled to recover and to be received from You/Your Relative, the applicable Goods and Services Tax, applicable taxes, gateway charges, and other applicable bank charges from time to time, over the above the Management Fee. In certain cases and at the sole discretion of the Company, You/Your Relative shall be liable to pay re-initiation fee, refund charges in case of cancellation of account and all other charges associated with cancellation and re-starting an account along with all applicable taxes, over the above the Management Fee.
The Management Fee, shall be dependent on the Plan chosen by You and the details of the Plans and the Management Fee can be accessed at https://www.yodda.care/eulaprc. You shall be liable to pay the entire amount of Management Fee, in advance, to the Company.
If You chose any of the Annual Plan, as referred to in the said Application and for any reason whatsoever and within 30 (Thirty) days from the date of remittance of the Management Fee to the Company, if You desire not to avail any Management Services from the Company, the Company shall refund the Management Fee to You, on a pro-rata basis but without any adjustment in the applicable taxes. However, if You chose any of the Annual Plan, as referred to in the said Application and if after 30 (Thirty) days from the date of remittance of the Management Fee to the Company, You desire not to avail any Management Services from the Company, it shall be deemed that, the Company rendered the Management Services to You and the Company shall not be liable to refund any Management Fee to You.
If You chose any Plan other than an Annual Plan, as referred to in the said Application and for any reason, You desire not to avail any Management Services from the Company, it shall be deemed that, the Company rendered the Management Services to You and the Company shall not be liable to refund any Management Fee to You.
However, if Your Relative is visiting You and that, You and/or Your Relative, desire not to avail any Management Services for a temporary period of a 30 (Thirty) days but not exceeding 180 (One Hundred and Eighty) days, then, You shall be under an obligation to inform the Company and the period of temporary suspension shall commence from the 15th (Fifteenth) day of the month immediately succeeding the month, in which such information about temporary suspension, was given by You to the Company and the Company shall extend the term of the Plan chosen by You, by 30 (Thirty) days irrespective of the period of temporary suspension. If the temporary extension is more than 180 (One Hundred and Eighty) days, then the Company shall have the right to terminate this Agreement, with immediate effect and that too at the sole discretion of the Company. During the period of temporary suspension, the Company shall not be liable to render any Management Services to You and/or Your Relative.
If You/Your Relative require any Management Services in addition to the services referred to in the respective Plan chosen by You, You/Your Relative may contact the Company through the said Application and/or separately and the Management Fee/consideration for the additional Management Services, shall be separate and in addition to the Management Fee as applicable for the respective Plan opted by You/Your Relative. The Company shall be liable to recover from You/Your Relative, the applicable Goods and Services Tax, as may be advised by the Company, from time to time, over the above the additional Management Fee.
It is hereby clarified that, the cost of the SmartPhone, internet, network data and other costs, for availing the Management Services and the Third Party Services, shall be borne You and/or Your Relative only and that, the Company shall not be responsible to bear such costs, in any manner whatsoever including but not limited to any tax or reimbursement claimed by such Third Party Service Provider(s).
11. Third Party Money Account:
The Company understands, You intent that, the Company should pay/arrange for payment to the Third Party Service Provider(s), on behalf of Your Relative and thus You and/or Your Relative shall deposit, a certain sum of money with the Company, in trust in an account termed as “Third Party Money Account”. You, Your Relative and/or the Company, shall be bound by the following rules, in relation to such Third Party Money Account:
(i) The money shall be deposited by You and/or Your Relative, subject to the provisions of the applicable laws of the Republic of India, in a bank account of the Company and the details of which, shall be communicated by the Company, from time to time.
(ii) The money/balance of your Third Party Money Account shall be spent by the Company, as a pure agent, on behalf of You and/or Your Relative, for organizing payment to the Third Party Service Providers for the Third Party Services.
(iii) The payment made or use of balance amount on behalf You and/or Your Relative, shall be separately communicated to You and/or Your Relative, from time to time, by the Company.
(iv) If the amount lying in your Third Party Money Account, is depleted due to any use, You and/or Your Relative shall ensure that an additional amount is re-credited to the bank account of the Company, if You and/or Your Relative desire that, the Company should pay the Third Party Service Providers on behalf of Your and/or Your Relative.
(v) If at any time, the available balance, in your Third Party Money Account is Nil or is insufficient, to arrange for any Third Party Service or required to be deposited, with any Third Party Service Provider(s), as per its requirement, the Company must receive within 24 hour(s) from receipt of information by You, the replenishment of the credit to your Third Party Money Account. If the amount required by the Third Party Service Provider(s) is more than INR 2000 (Indian Rupees), the Company shall not liable to render Management Services unless your Third Party Money Account is credited with an amount communicated by the Company.
(vi) The balance lying to the credit of your Third Party Money Account, shall be refunded by the Company, only in case of termination of this Agreement and only after 30 (Thirty) days after effectively and explicitly cancelling the Account on the said Application by You and/or Your Relative and the amount of refund shall be equivalent to the amount as appearing, in Indian Rupees, in the books of the Company, in your Third Party Money Account and further reduced by applicable bank charges.
12. Limitation on Liability(ies) of the Company:
You and Your Relative understand and agree as stated above, that, the Company is not liable to render any services to Your Relative, in any manner whatsoever. The Company is rendering the services to You to manage certain reasonable and genuine needs of Your Relative and is accordingly charging a Management Fee to You, for such services, rendered/to be rendered to You.
THE COMPANY, YOU AND YOUR RELATIVE, THUS AGREE THAT, THE COMPANY IS NOT RESPONSIBLE FOR RENDERING ANY THIRD PARTY SERVICES TO YOUR RELATIVE, IN ANY CIRCUMSTANCES.
IF THERE IS ANY DEFECT AND/OR DELAY IN THE THIRD PARTY SERVICES RENDERED/TO BE RENDERED BY THE THIRD PARTY SERVICE PROVIDER(S), THE COMPANY IS NOT RESPONSIBLE FOR SUCH DEFECT AND/OR DELAY, IN ANY MANNER WHATSOEVER. THE ENTIRE RISK TO AVAIL THIRD PARTY SERVICES FROM THIRD PARTY SERVICE PROVIDER(S) SHALL BE OF YOU AND/OR YOUR RELATIVE ONLY.
THE COMPANY IS ALSO NOT RESPONSIBLE TO PROVIDE ANY HOME-BASED/LOCATION-BASED SERVICES TO YOU AND/OR YOUR RELATIVE AND THAT, THE COMPANY IS NOT UNDER AN OBLIGATION TO VISIT YOU AND/YOUR RELATIVE, EXCEPT AS SPECIFICALLY AGREED BY AND BETWEEN YOU AND THE COMPANY AND SUCH AGREEMENT, IF ANY, SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
SPECIFICALLY, IF ANY MANAGEMENT SERVICES ARE REQUIRED ON AN EMERGENCY BASIS BY YOU FOR YOUR RELATIVE, YOUR RELATIVE SHOULD COMMUNICATE TO THE COMPANY, BY PRESSING THE BUTTON DISPLAYED IN THE SAID APPLICATION FOR A LONGER DURATION UNTIL IT TURNS IN COLOR. HOWEVER, IN CASE OF THE MANAGEMENT SERVICES WHICH REQUIRED ON AN EMERGENCY BASIS, THE COMPANY SHALL TRY TO ON REASONABLE EFFORT BASIS TO MANAGE THE REQUIRED SERVICES ON A REASONABLY URGENT BASIS FOR YOUR RELATIVE; HOWEVER, AS THE COMPANY IS NOT THE ACTUAL SERVICE PROVIDER AND THAT SUCH SERVICES SHALL BE RENDERED BY THE THIRD PARTY SERVICE PROVIDERS TO YOUR RELATIVE, THERE IS NO ASSURANCE AND/OR GUARANTEE FROM THE COMPANY THAT, SUCH SERVICES SHALL BE RENDERED IN A TIMELY AND/OR DEFECT FREE MANNER.
THE COMPANY IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY DEFAULT AND/OR DELAY AND/OR DEFECT, IN THIRD PARTY SERVICES, RENDERED OR TO BE RENDERED, BY THE THIRD PARTY SERVICE PROVIDER(S), IN ANY MANNER WHATSOEVER.
ALL THE RISK AND LIABILITY TO AVAIL THIRD PARTY SERVICES FROM THE THIRD PARTY SERVICE PROVIDER(S), SHALL BE OF YOU AND YOUR RELATIVE.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES/COMPENSATION INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS, LOSS/DAMAGE DUE TO PERSONAL INJURY, LOSS/DAMAGE DUE TO DEATH, LOSS/DAMAGE DUE TO THEFT AND/OR ANY VICARIOUS LIABILITY, IN CONNECTION WITH OR ARISING FROM ANY OF THE SERVICES REFERRED TO, IN THIS AGREEMENT, EITHER IN LAW OR IN EQUITY OR AS A CONTRACTUAL LIABILITY OR IN TORT OR ON ANY ACCOUNT BASED ON PRINCIPLE OR CUSTOM, USAGE OR PRACTICE.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IF THE COMPANY IS HELD LIABLE FOR ANY DAMAGES, THE COMPANY’S TOTAL LIABILITY TO YOU AND/OR YOUR RELATIVE, IN CONNECTION WITH ALL THE ALLEGED DAMAGES, SHALL NOT EXCEED INR 5,000 (INDIAN RUPEES FIVE THOUSAND), IN ANY CIRCUMSTANCES.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR OTHERWISE, YOU AND YOUR RELATIVE, BY ACCEPTING THIS AGREEMENT EXPRESSLY OR BY IMPLICATION, SHALL BE DEEMED TO HAVE WAIVED EVERY AND ALL CLAIMS AGAINST THE COMPANY HOWSOEVER ARISING FROM RENDERING MANAGEMENT SERVICES TO YOU, FOR THE BENEFIT OF YOUR RELATIVE, ON BEHALF OF YOU AND AS YOUR AGENT, ON ANY ACCOUNT EXCEEDING THE AMOUNT OF INR 5,000 (INDIAN RUPEES FIVE THOUSAND) AND THAT AGREEMENT SHALL NOT BE VARIED OR STAND VARIED, BY ANY COMMUNICATION, IN ANY CIRCUMSTANCES AND IN ANY MANNER WHATSOEVER.
13. Non-Transferrable/Assignable and Restrictions:
You and/Your Relative agree and acknowledge that, You and/or Your Relative, shall not in any manner be entitled for or to, transfer, assign, sub-license, pledge, lease, permit use, benefit, rent and/or gift, arising out of any rights/obligations under this and/or arising from this Agreement.
You and/or Your Relative further agree that, You and/or Your Relative, shall not copy, modify, distribute, disassemble, mirror, frame or reverse engineer the said Application, for any commercial or non-commercial use. Any attempt by You and/or Your Relative to copy, modify, distribute, disassemble, mirror, frame or reverse engineer the said Application, shall cause irreparable harm and injury to the Company and that, You and/or Your Relative, shall be solely responsible, to compensate the Company for all costs, damages, loss of profit, loss of goodwill, loss of opportunity, loss of business and that too without any limit, suffered and/or likely to be suffered by the Company and that the Company shall, as may be advised, initiate appropriate civil and/or criminal actions You and/or Your Relative, to ensure that, no such action/inaction is undertaken by You and/or Your Relative.
You and/or Your Relative shall not reverse engineer any Yodda Mobile Applications, Web Application, and/or any server requests in any form using any reverse engineering tools including but not limited to APKTool, APKInspector, objection, Bytecode Viewer, AndroBugs Framework, Simplify, iProxy, tunnel, iFunbox, otool, Clutch, Dumpdecrypted, class-dump, fridpa, bfinject, HopperApp, Radare2, iRET, cycript, iNalyzer, Passionfruit, Introspy-iOS, keychaindumper, Burp Suite and any other tools of any nature to reverse engineer and/orextract information with/without malicious intent. You and/or Your Relative shall not disassemble, analyse, reverse engineer, copy, recreate or extract files/source code for use elsewhere. You and/or Your Relative shall not, directly or indirectly, aid or assist in the reverse engineering of all or any part of any Yodda Platform. Reverse Engineering includes, without limitation, decompiling, disassembly, sniffing, scraping or otherwise deriving source code using any techniques not covered herein.
14. Indemnity:
You and/or Your Relative (for the purpose of this Clause, referred to as the “Indemnifying Party”) hereby agrees and undertakes to indemnify, defend and hold harmless the Company, its directors, officers, employees and advisors (for the purpose of this Clause, referred to as the “Indemnified Party”) from and against any and all cost, loss, damages, claims and reasonable expenses (including attorneys’ fees and disbursements) incurred or suffered by the Indemnified Party arising out of or in connection with any breach of the provisions of this Agreement, including any of the representations, warranties, covenants or undertakings of the Indemnifying Party.
16. Force Majeure:
Should the Company, be prevented from executing/ implementing this Agreement by events of force majeure such as earthquake, typhoon, flood, excess rain, traffic jam, restriction on movement (whether local or general), clogging of roads, fire, epidemic, pandemic, labor unrest, riots, public unrest, civil disturbance, non-availability of Third Party Service Provider(s), failure of communication, non-communication by You andor Your Relative, war and other unforeseen events, the happening and consequences of which are unpreventable and unavoidable, the Company shall notify You and/or Your Relative, without any delay, but in a reasonable manner and as possible in the given circumstances and within a reasonable period of time, provide You and/or Your Relative, the relevant information of the events, explaining the reason of the Company’s inability to timely perform all or part of the Agreement. On receipt of such information by You and/or Your Relative, the Company, being prevented shall be excused from timely performance of its obligations. On cessation of such event of force Majeure, the Company shall perform its respective obligations, if required and which were not fulfilled due to such event of force majeure, in a reasonable period of time.
17. Applicable Laws:
The formation of this Agreement, its validity, interpretation and settlement of disputes shall be governed by the laws of India. Subject to the provisions of Clause 17 of this Agreement, the courts at Pune, shall have exclusive jurisdiction.
18. Dispute Resolution:
Any disputes/difference arising out of, or in connection with this Agreement, including but not limited to existence, interpretation, extent, legality of this Agreement or any breach of any transaction or dealing, between You and/or Your Relative and the Company, shall be tried to be settled through friendly consultation between You and the Company. Such discussions shall be mandatorily held physically at the Registered Office of the Company, situated at Pune, between You and the representatives of the Company.
Such friendly consultation shall be a condition precedent, to be complied with by any Party, before taking any step to appoint an arbitrator or to initiate any proceeding to refer such a dispute/difference to arbitration.
If the dispute is not settled within 90 (Ninety) days from the date, the dispute arises, any dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and the rules and regulations framed thereunder, as amended from time to time (hereinafter collectively referred to as the “Rules”) (which Rules are deemed to be incorporated into this Agreement by reference
If an arbitrator is not appointed either by You or the Company, in a claim/dispute within a period of 8 (Eight) days from the date of an appointment of the arbitrator by the Company or You, then the arbitrator appointed either by You or the Company, as the case may be, shall be deemed to be the sole arbitrator and You and the Company shall be bound by the arbitral award passed by such sole arbitrator.
The arbitration proceedings shall be completed within a period of 6 (Six) months from the date of arbitration reference.
The venue of arbitration shall be Pune, India and the seat or legal place of arbitration shall be in Pune, India and any award shall be treated as an award made at the seat of the arbitration. The language to be used in the arbitral proceedings shall be English. The arbitration shall be physically held in Pune, India and that, the arbitration proceedings shall not be held virtually. By agreeing to arbitration in accordance with this Agreement, the Parties undertake to abide by and carry out any award promptly and any award shall be final and binding on the Parties.
Notwithstanding anything contained in the Rules, in the event if You and/or the Company fails to comply or fulfil their obligations in respect of arbitral proceedings, including without limitation, (i) failure to comply with any directions or orders of the arbitral tribunal; (ii) failure to comply with or make the requisite filings within the prescribed timelines, (iii) failure to appoint their arbitrator; or (iv) fail to deposit the necessary fees and expenses, the arbitral tribunal (to the extent constituted) shall have the right to proceed with the arbitral proceedings notwithstanding such Party’s failure and pass any orders as it deems necessary (including passing of any summary judgement in respect of the dispute). The Party which fails to fulfil its obligations shall be precluded from challenging, contesting or otherwise disputing any order passed pursuant to any such procedural default on the part of such Party.
18: Term/Termination:
This Agreement, shall be valid for a period, for which the respective Plan, selected by You, is valid and/or validly extended.
You and/or Your Relative and/or the Company, may terminate this Agreement, by giving a notice/information of at least 30 (Thirty) days to the other party/parties. If You and/or Your Relative terminates this Agreement, for any reason whatsoever, the Management Services shall be deemed to be rendered by the Company to You and the Management Fee shall be adjusted as referred aforesaid in this Agreement. If the Company terminates this Agreement, for any reason whatsoever, the Management Fee shall be refunded to You in equivalent Indian Rupees and a pro-rata basis for the balance remaining term.
If in the opinion of the Company, You and/or Your Relative, are likely to and/or have: (i) commit/committed any fraud; and (ii) breach/breached this Agreement, then the Company can terminate this Agreement with immediate effect, with an information to You and/or Your Relative and without any liability/obligation on any account whatsoever.
On expiration/termination of this Agreement, You and/or Your Relative, shall cease and/or shall be unable to access the said Application.
After expiration/termination of this Agreement, You, Your Relative and the Company agree that, the provisions of Clauses 4, 5, 7, 12, 13, 14, 15, 16, 17 and this Clause 18, shall survive the expiration/termination of this Agreement and shall be valid and binding between You, Your Relative and the Company.
19. Grievance Officer:
As per the provisions of the laws of the Republic of India, the details of the Grievance Officer of the Company, are as under:
(i) Name of the Grievance Officer: Mrs. Aditi Athalye
(ii) Address: 7, Mulberry Gardens III, Magarpatta, Pune - 411028
(iii) E-mail Id: aditi.athalye@yodda.net
(iv) Phone Number: +91-7709003774
(v) Timings: 9 A.M. to 6 P.M. (Indian Standard Time)
20. Other Provisions:
20.1. This Agreement embodies the entire understanding between You, Your Relative and the Company with respect to the subject matter hereof. This Agreement supersedes any and all prior oral and written proposal, arrangement, representation, or understanding amongst You, Your Relative and the Company.
20.2. This Agreement can be amended, modified and/or changed, by the Company at its sole discretion, with a prior information of at least 30 (Thirty) days to You and/or Your Relative.
Once the agreement with proposed amendments, modifications and/or changes, is communicated, You and/or Your Relative, shall have the right to agree and/or disagree to the proposed amendments, modifications and/or changes. If the proposed amendments, modifications and/or changes are not agreed by You and/or Your Relative, then notwithstanding anything contained this Agreement, the Company shall have the right to terminate this Agreement with immediate effect.
20.3. Should any part of this Agreement become void or invalid by virtue of law or government order applicable, the remaining parts shall remain valid and the Agreement shall be fulfilled in accordance with its general principles, and the void or invalid provision(s) shall be replaced by such valid provision(s) as communicated by the Company in writing, within a reasonable period of time.
20.4. No waiver of any provision by any You, Your Relative and/or the Company, in default by the other Party, as the case may be, in performance of this Agreement shall operate as a waiver, unless the same is in writing and signed by You and/or Your Relative and the Company. No delay by either You and/or Your Relative and/or the Company, in exercise of its rights hereunder shall be treated as a waiver thereof.
20.5. Except as provided herein, You and/or Your Relative and the Company shall bear his/its respective fees, costs and expenses incurred in connection with the preparation, execution and performance of this Agreement.
20.6. Notices in connection with any party’s rights and obligations may be sent by a e-mail and/or by recognized courier agency. The legal address of each party, as available with the other parties shall be the posting address of such party, unless otherwise designated by such party, in writing, to the Company and the other Parties.
Particulars
Details of the Company
Name: Yodda Elder Care Technologies Private Limited
Address: E – 1401, Yoo Pune, Survey No.: 133(P), 136(P), 137(P), Magarpatta Road, Pune – 411048, Maharashtra, India
E-mail Id: support@yodda.net
Contact Number: +91-9699766911
Details of You
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