A. Avidestal Technologies Private Limited, a company registered under Companies Act, 2013, having its registered address at No. 1873/38, 5th Main, Ganapati Temple Road RPC Layout, Vijayanagar, Bangalore, Karnataka, 560040, India ("ADL"), has set out the terms and conditions in this agreement ("T&C Agreement") that is applicable and legally binding on:

  1. all Consumers that access the Application, the Website, or the Growth Template through a QR Code or through a link sent on their contact details, including e-mails, telephone number etc.;
  2. all Consumers that are registered on the Application, or the Website, as long-term members;
  3. any other related agreement or legal relationship between ADL and Consumer, or other registered members or partners.

B. Definitions
Unless the context otherwise requires, or unless defined in the body of the T&C Agreement, the capitalized words and phrases used in this T&C Agreement shall have the meaning ascribed to such words and phrases in this Clause.

"Account" shall mean the account created by the long-term Consumer on the Application or on the Website, for the purposes submitting response to the Growth Template circulated by ADL, in accordance with Clause E (9) of this T&C Agreement;

"Applicable Law" means the national, state, provincial, and local: (i) laws, ordinances, regulations, and codes; and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance, notifications, and other official releases of any regulator that are applicable to ADL, its affiliates, the services, the Subscribers, the Consumers, or any other matters relating to the subject matter of this T&C Agreement;

"Application" shall mean the Me-Grow application developed by ADL, as made available on the Website or any third party web store;

"Consumer" shall mean and refer to the end-consumer of the Subscribers, who submit their feedback through the Growth Template;

"Growth Template" shall mean the templates developed by ADL for the Subscribers through which responses can be obtained by the Subscribers from its Consumers;

"Intellectual Property Rights" include, but are not limited to any rights, title and interest in patents, designs, copyrights, moral rights, database rights, trademarks, service marks, trade and business names, domain names, and any rights of goodwill associated therewith, rights to sue for passing off, rights in the nature of unfair competition rights, trade secrets, confidentiality and other proprietary rights including rights to know-how, rights to technical and other information, rights to apply for registration of any of the foregoing, rights to take action for past, present and future infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world whether registered or unregistered whether subsisting now or in the future;

"Privacy Policy" shall mean the privacy policy of ADL as accessible from the Application or Website of ADL at Privacy Policy

"Subscriber(s)" shall mean the business who is procuring services from ADL through the Application and from where the Consumer either procures or intends to procure any service;

"Online Engagement(s)" shall mean engaging in online discussions, forming online communities and forums, or in any other manner through which the Subscriber and Consumers can interact with each other on the Application; and

"Website" shall mean the website for the Application, or any other website developed by ADL.

C. ACCEPTANCE OF THE T&C AGREEMENT

  1. By accessing the Growth Template in any manner or using the Application, or upon accessing the Website, the Consumer, acknowledges and agrees to the conditions specified in this T&C Agreement, which shall be binding on the Consumer.
  2. By accepting the terms of the T&C Agreement, the Consumer, also allows ADL, to send promotional alerts and other advertisements links on their registered e-mail address or phone number. Any external content or access provided by third parties shall be governed by Applicable Law and the terms and conditions applicable to such external content or access, as provided by the relevant third-party. ADL shall not be liable to Consumers or the third-party for any loss or damage arising out of the usage of such external content and services, being provided by third parties.
  3. ADL may specify additional or supplemental terms, that are applicable to the Consumers' access to the Website, the Application or the Growth Template. Such supplemental terms shall be deemed to be applicable to the Consumer, in addition to the terms under this T&C Agreement.
  4. By accessing the Growth Template, the Application or the Website, the Consumers shall:
    • a. qualify as consumers, in accordance with the Applicable Law;
    • b. be competent to enter into a contract under Applicable Law;
    • c. have carefully gone through and have complete knowledge of the terms of the T&C Agreement;
    • d. be in compliance with the Privacy Policy of ADL; and
    • e. not be affiliated to or be part of any organization named in the list of banned organizations as maintained by Government of India.


D. SOFTWARE LICENSE

  1. 1. Any Intellectual Property Right, and any other exclusive rights on software or technical applications embedded in or related to the Growth Template, the Application or its content, or the Website are held by ADL and/or its licensors.
  2. 2. Subject to Consumers' compliance with and notwithstanding any divergent provision of this T&C Agreement, ADL merely grants Consumer a revocable, non-exclusive, non-sublicensable and non-transferable license to access the Growth Template, the Application or the Website limited to providing response to the Growth Template and redeeming any rewards made available ("License"). The License shall terminate on the termination of this T&C Agreement.
  3. 3. The License does not grant Consumers any rights to access, usage, or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related, is ADLs' or its licensors' sole property.
  4. 4. Consumer shall not copy, share, modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer, or assign to third parties or create derivative works from the content available on the Growth Template, the Application or the Website, nor allow any third party to do so through the Consumer or their device, even without the Consumers' knowledge.
  5. The Consumer agrees not to use any device, software, or routine to interfere, or attempt to interfere with the proper working of the Application or the Website, or any transaction being conducted on the Application or the Website, or with any other person's use of the Application or the Website.
  6. 6. ADL reserves the right to release updates, fixes, and further developments of the Application, the Website and/or their related software and to provide them to Consumers. Consumers shall be required to download and install such updates to continue using the Application, the Website and/or their related software.
  7. 7. The access to the Website and the Application or the Growth Template shall be granted, in accordance with the Privacy Policy of ADL which shall be construed as a part of this T&C Agreement.

E. ACCESS TO THE GROWTH TEMPLATE AND THE ACCOUNT

  1. 1. The Consumers, on either procuring or intending to procure any service from the Subscriber, shall have access to the Growth Template by scanning the quick response code ("QR Code") displayed at the Subscriber's business establishment.
  2. b. Subject to Subscribers' compliance with and notwithstanding any divergent provision of this T&C Agreement, ADL merely grants Subscribers a revocable, non-exclusive, non-sublicensable and non-transferable license to use the Application or the Website within the scope and for the purposes of procuring the Service offered ("License").
  3. 2. On scanning the QR Code, the Consumer shall be required to provide personal details which shall include, but not be limited to, name, contact details, age, gender, email-id etc. ("Registration Data"). Upon providing such Registration Data, the Consumer shall be granted access to the Growth Template.
  4. 3. The Consumer shall:
    1. a. provide complete and accurate Registration Data, and shall not use Registration Data of any other Consumer;
    2. b. update the Registration Data, if and when it changes;
    3. c. maintain the confidentiality and security of the Registration Data and Account; and
    4. d. not allow any person to use their Registration Data, to gain access to a Growth Template or the Application.
  5. 4. The Consumer shall, basis its experience of the services procured or intended to be procured, be required to provide its response to each of the queries set out in the Growth Template in an impartial, responsible and bonafide manner.
  6. 5. On successful submission of the Growth Template, the Consumer may be entitled to certain rewards in the form of Coupons (as defined hereinafter) which may be redeemed in the business establishment of the Subscriber on services procured in future.
  7. 6. The Consumer is eligible to scan the QR Code and provide its response to a Growth Template multiple times, equivalent to the number of times any service is procured or intended to be procured by such Consumer from a Subscriber. Notwithstanding anything mentioned herein, the Consumer shall not submit multiple responses for a single instance of service procured from the Subscriber.
  8. 7. The Consumer who accesses the Growth Template through a link sent to its contact details, will be entitled to submit its response only once.
  9. 8. The Consumer is not entitled to edit any response to the Growth Template once it has been successfully submitted on the Application.
  10. 9. The Consumer may also choose to be associated with the Application on a regular basis and enjoy benefits provided by the Application by submitting responses to the Growth Templates circulated by ADL through the Application. ADL may require such long-term Consumers to link their Registration Data to an account for receiving links to Growth Template and submitting their responses ("Account"). The Consumer shall be responsible for all activities that occur under its Account.
  11. 10. ADL reserves the right to suspend or terminate Consumers' Account, with immediate effect and for an indefinite period, if the Registration Data or any other data provided by the Consumer is incorrect or false, or if the security of the Application has been compromised in any way, or for any other reason ADL may find just or equitable.
  12. 11. Based on the feedback of the Consumers, the Application shall collate the data and analyze it, to host it for the Subscriber at an aggregate level on an anonymized basis ("Report").
  13. 12. The Consumer agrees that ADL holds exclusive and complete rights on collating, analyzing and presenting the data collected from the response to Growth Templates, submitted by the Consumers, and may utilize such data to prepare aggregate reports for providing meaningful and insightful services to other business. ADL reserves the right to sell, share, transfer, or in any other manner, on an anonymized basis, utilize such data at its own convenience without revealing the individual feedback of the Consumer or its personal details.
  14. 13. ADL may, through the Application, allow the Subscribers and Consumers to participate in the Online Engagement feature of the Application. Such Online Engagement services will be provided to facilitate discussions between the Subscriber and the Consumer. The Consumer agrees that ADL is just the facilitator of such Online Engagement and is not, in any manner, responsible for any exchange that may happen during such Online Engagement. All activities or events happening during an Online Engagement is the sole liability of the Subscriber and the Consumers engaged in such Online Engagement.
  15. 14. The Consumer further agrees that any response submitted on the Growth Template, or any exchange during the Online Engagement, shall not be abusive, obscene, threatening, defamatory, an invasion of privacy, or infringing intellectual property or third-party rights.

F. AWARDS

  1. 1. On successful submission of a Growth Template, ADL may provide the Consumer with a coupon in the form of a reward, that may be redeemed in the business establishment of the Subscriber on future services procured, subject to any additional terms that ADL stipulates on a per coupon basis ("Coupon"). For long-term Consumers, ADL may provide the Coupons for different Subscribers, on successful submission of responses to a Growth Template.
  2. 2. On being provided with a Coupon, the Consumer agrees that:
    1. a. it must be used by the Consumer itself, for the specific business for which the Coupon has been provided;
    2. b. Coupons are non-transferable, non-negotiable, non-refundable, and have no cash value or cash alternative;
    3. c. it will be used in a lawful manner in accordance with the Applicable Law;
    4. d. the Coupon shall not be duplicated, sold or transferred in any manner;
    5. e. the Couponmay be discontinued by ADL at any time for any reason without incurring any liability for such discontinuation; and
    6. f. if the Coupon is used incorrectly, the Consumer shall not be eligible for any benefits granted by ADL through such Coupon.
  3. 3. The Coupon may be used only to such extent and as many times as may be allowed by ADL.
  4. 4. The Coupon shall be redeemed or used in accordance with this T&C Agreement and any supplemental terms and conditions specified by ADL.
  5. 5. The use of Coupon may be discontinued by ADL at any time for any reason without incurring any liability for such discontinuation.
  6. 6. To the fullest extent permitted by Applicable Law, ADL shall not be liable for any loss or damage arising from use of the Coupon.

G. OBLIGATIONS OF THE CONSUMER

  1. 1. The Consumer shall access the Application or provide response to a Growth Template in compliance with this T&C Agreement and the Applicable Law.
  2. 2. The Consumer shall not make any unauthorized or illegal use of the QR Code, the Growth Template, the Application, the Website, provided by ADL.
  3. 3. The Consumer shall prevent unauthorized access of third parties to the Account by taking appropriate precautions.
  4. 4. The Consumer shall not engage in providing fake or spam reviews.
  5. 5. The Consumer shall refrain from any actions that may affect the functionality of the Application or Website provided by ADL. This contains inter alia the use of viruses, malicious software or software that automatically generates reviews.
  6. 6. The Consumer shall not change, manipulate, overwrite, copy or distribute any part of the Application, Website, Report or the QR Code and shall be in compliance with the obligations pertaining to Intellectual Property Rights set out in Clause I.
  7. 7. The Consumer shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of Growth Template or the Application.
  8. 8. In the event of any violation of the provisions under this Clause, or illegal or suspected misuse, ADL may delete, block or restrict the Account of the Consumer and cancel all Coupons issued to the Consumer, without prior notice.
  9. 9. The Consumer is responsible for keeping the access details to the Account, and the Growth Template furnished by ADL, confidential and is fully responsible for all activities that occur under its Account, whether or not the Consumer authorized such activities. The Consumer agrees to notify ADL immediately of any breach of security or unauthorized use of the Account or the Growth Template.
  10. 10. The Consumer hereby undertakes and covenants to maintain complete confidentiality with respect to any information disclosed in the course of providing response to the Growth Template under this T&C Agreement and shall not use, divulge or disclose any such information to any third party, firm and/or body corporate whether for commercial gain or otherwise in any manner whatsoever without the prior written consent of ADL and shall use the information solely for the purpose as set out under this T&C Agreement.

H. TERMINATION

  1. 1. Notwithstanding any other rights available to ADL under this T&C Agreement, ADL may at its sole discretion suspend or terminate the access of the Consumer to the Account or cancel the Coupons issued to the Consumer, without prior notice and without any liability to the Consumer in any of the circumstances set out below:
    1. a. if ADL becomes aware or has reason to believe that the Application, the Website, the Coupons, the Growth Template or any part thereof are being utilized by the Consumer in an unauthorized, unlawful or fraudulent manner, or has been compromised, or may have been used for criminal activities;
    2. b. if the Consumer breaches or if ADL has reason to believe that the Consumer may be in breach of this T&C Agreement;
    3. c. if the Consumer fails to accept the revised terms and conditions of the T&C Agreement or the Privacy Policy; and
    4. d. for reasons outside the control of ADL, if there is an emergency, for the health and safety of the Consumer, and/or members of the public.
  2. 2. For the avoidance of doubt, the Consumer shall not evade any legal proceedings or investigations by closing or terminating the Account or if the Account is terminated by ADL. The Consumer shall remain liable for all obligations in relation to the Account even after the Account.
  3. 3. In addition to the rights of termination set out above, ADL has the right to blacklist and restrict a Consumer's access to the Application, if the Consumer is in breach of any of its obligations under this T&C Agreement or the Applicable Law.

I. INTELLECTUAL PROPERTY RIGHTS

  1. 1. Without prejudice to any specific provision of this T&C Agreement, the Consumer agrees that, any Intellectual Property Rights, related to the Application or the Website or the features provided are the exclusive property of ADL or its licensors and are subject to the protection granted under Applicable Law or international treaties, covenants or legal, instruments relating to intellectual property.
  2. 2. The Consumer, shall not:
    1. a. remove any Intellectual Property Right from any portion of the Application or the Website or any associated feature therein;
    2. b. infringe third party's Intellectual Property Rights;
    3. c. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Growth Template or any part of the Application;
    4. d. decompile, reverse engineer or disassemble the Growth Template, Application, Website or any other content provided by ADL;
    5. e. link to, mirror or frame any portion of the Growth Template, Application, Website or any other content provided by ADL;
    6. f. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise obtaining data from the Application, or the Website or any part of it.
    7. g. attempt to derive source code (or the underlying ideas, algorithms, structure, or organization); or
    8. h. attempt to gain unauthorized access to or impair any aspect of the Application, the Website, or its related systems.
  3. 3. Intellectual Property Rights owned by third parties may appear on the Website or the Application, and all rights therein are reserved for use by such third parties who are registered owners of such Intellectual Property Rights. For use of any third party's Intellectual Property Rights, the Consumer is required to obtain permission directly from such third party, and ADL shall not be liable to the Consumer or the third party for any infringement or unlawful use of such Intellectual Property Rights owned by third parties.
  4. 4. Notwithstanding anything mentioned in Clause D of this T&C Agreement, no license or right is granted and the Consumer's access to and/or use of the content of the Application and/or Website and/or the Growth Template should not be construed as granting, by implication, estoppel or otherwise, a license or right to use any Intellectual Property Rights in the content of the Application and/or Website and/or the Growth Template without the prior consent of ADL.

J. In no event shall ADL be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this Website or the Application. The Consumer agrees that ADL shall have no liability towards the Consumer for any obligation arising out of the submission of Growth Template or issuance and redemption of any Coupon.

K. ADL is entitled to vary the terms of the T&C Agreement, or any Coupons issued under it, at any time. Further, ADL reserves the right to make changes to the Website, Application, Privacy Policy, and the T&C Agreement at any time. The continued access to the Application or use of Coupons supplied by ADL, shall signify the Consumer's acceptance of the revised T&C Agreement.

L. ADL reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under this T&C Agreement, taking the Consumer's legitimate interests into account. However, the Consumer shall not assign or transfer their rights or obligations under this T&C Agreement in any way, without the written permission of ADL.

M. All communications relating to the use of the Application must be sent using the contact information stated below.
Avidestal Technologies Private Limited
Bengaluru, India
Contact email:


N. Should any provision of this T&C Agreement be deemed or become invalid or unenforceable under Applicable Law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

O. This T&C Agreement is governed by the law of the place where ADL is based, as disclosed in the relevant section of this document. The exclusive competence to decide on any dispute resulting from or connected to this T&C Agreement lies with the courts of the place where ADL is based i.e., Bengaluru, Karnataka.

P. ADL's failure to assert any right or provision under this T&C Agreement shall not constitute a waiver of any such right or provision.

Q. In the event, the Consumer has any complaints or concerns regarding the Growth Template or the Coupons, they may write to ADL at the contact details provided under Clause M hereinabove. Within 7 (seven) business days of the receipt of the Consumer's grievance, ADL shall acknowledge the complaint, and shall dispose of the same within 21 (twenty-one) business days of the receipt of grievance, post conducting any discussions, if necessary.