Terms of Service

Welcome to Udooh, (“Udooh/Company”), a hyperlocal marketing platform designed by Unikrish Technologies Pvt. Ltd. for brands to drive revenue and track their brand engagement. This page will explain the terms which will govern the relationship between Udooh and its clients once a Service Order Form is executed. Udooh has a varied client base and the same is categorized into-

• 1. Merchant, which (without limitation) shall be stores who will use signage services offered by Udooh in their stores to display content and advertisements;
• 2. Udooh Partner, which (without limitation) shall be business enterprises or entities who will embark and onboard Udooh’s marketing platform to drive revenue and track their brand engagement.

By executing the Service Order Form, you (“you”/ “Merchant”/ “Udooh Partner”) agree and acknowledge that you have read, understood and agreed to be bound by these Terms of Service (the “Service Agreement”).

PLEASE READ THIS SERVICE AGREEMENT CAREFULLY AS THIS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. THE SERVICE AGREEMENT IS LAID DOWN HEREIN TO ALSO ENSURE THAT YOU UNDERSTAND EACH OF ITS PROVISIONS.

Udooh reserves its right to amend and modify the terms of this Service Agreement from time to time and shall provide due notice of such amendments and modifications.

1. DEFINITIONS

The following definitions apply to capitalized items in this Service Agreement. All other capitalized terms are defined in the body of the Service Agreement.

• 1.1. “Advertisement(s)” shall mean display of pictures, videos, or any sort of informational piece by Merchant for its own brand or that of the other to enhance the customer experience. Such Advertisements shall include (without limitation) special discounts, details regarding sale, etc.


• 1.2. “Affiliates” shall mean any person or entity controlling, controlled by, or under common control with the Party.


• 1.3. “Applicable Laws” mean any and all laws, ordinances, regulations, statues, treaties, rules, codes, permits, orders adopted, enacted, implemented, promulgated, issued, entered and/or deemed applicable by or under the authority of any governmental body.


• 1.4. “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party; provided that the following shall be deemed to be Confidential Information even if not so marked or identified: the terms and conditions of this Service Agreement (including pricing and other terms), the Disclosing Party’s business and marketing plans, technology and technical information, business processes, any information or materials with the name, sign, trade name or trademark of the Disclosing Party and any information that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.


• 1.5. “General Brands” shall mean brands, other than Merchant’s own brands which are sold by them in their stores.


• 1.6. “Home Brands” shall mean Merchant’s own brands.


• 1.7. “Intellectual Property” or “IP” shall mean Merchant’s own brands.


• 1.8. “Operational Hours” shall mean the number of hours that the Merchant has agreed to commit for the display of Advertisements.


• 1.9. “Operational Days” shall mean the number of days that the Merchant has agreed to commit for the display of Advertisements.


• 1.9. “Operational Days” shall mean the number of days that the Merchant has agreed to commit for the display of Advertisements.


• 1.10. “Partner Brands” shall mean brands who have associated with the Merchant for display of their Advertisements or for any other business-related purposes.


• 1.11. “Screen” shall be used by the Merchant for display of the Advertisements. For the purpose of the display of Advertisements on Merchant’s store, the Screen shall be arranged by the Merchant itself, with signage software provided by the Company.


• 1.12. “Services”, for the purpose of this Service Agreement, shall include the services as laid down in this Service Agreement and will further be extensively stipulated in respective Service Order Form.


• 1.13. “Service Order Form” shall mean the order form which will include all the relevant particulars of the Services given to the Customer, including but not limited to the Services, the term of the services, Operational Hours, Operational Days, costs, any operational specifics, etc.

2. SUBSCRIPTION:

• 2.1. The Services can be subscribed to by the Merchant for a period of one year;


• 2.2. The Subscription shall auto-renew after for another term, unless, otherwise terminated by the Parties.

3. SERVICES:

• 3.1. Company will provide the Merchant with digital signage facilities for running their Advertisements within their store and across neighbourhood stores.


• 3.2. While the Company provides its merchants with the option to either avail a software-only services or both hardware and software services. For the purpose of this Service Agreement, the Merchant has availed for the software only services, i.e., the Merchant shall be using its own Screen with signage software provided by Company.

4. CONSIDERATION & REVENUE GENERATION:

• 4.1. The Merchant shall be liable to pay Rs.149/- (Rupees One Hundred and Forty-Nine only) per month (per term). The same shall be exclusive of GST.


• 4.2. The Company shall provide Merchant with 2,000 free credits per month for running ads. Additional credits may be purchased at the rate of Rs.1,000 (Rupees One Thousand only; exclusive of GST) for 10,000 credits.


• 4.3. As far as revenue generation is concerned, it is hereby agreed between the Parties that for General Brands owned by the Merchant as well as for Merchant’s Home Brands, the revenue from hosting of Advertisements shall be distributed amongst the Parties with Merchant receiving twenty-five percent (25%) and Company receiving seventy-five percent (75%).


• 4.4. It is further agreed between the Parties that for Partner Brands, Advertisements for which shall be hosted by the Merchant, the revenue from such hosting shall be distributed amongst the Parties with Merchant receiving seventy-five percent (75%) and Company receiving twenty-five percent (25%)

5. MERCHANT’S OBLIGATIONS AND RESPONSIBILITIES:

• 5.1. The Merchant hereby acknowledges and agrees to display the Advertisements as agreed upon between the Parties in this Service Agreement.


• 5.2. The Merchant shall be solely responsible for the content that is displayed on the Screen and shall not hold the Company liable for any corrupt or inappropriate display.


• 5.3. The Merchant hereby acknowledges and agrees to maintain the Operational Hours as well as Operational Days as specified in this Service Agreement, thereby ensuring that the Screen remains operational for at least ninety percent (90%) of the committed time


• 5.4. The Merchant hereby acknowledges and agrees to use the provided credits for running ads as per the plan stipulated in their respective Service Order Forms.

6. OPERATIONAL STANDARDS BY THE COMPANY:

• 6.1. Any technical issues or malfunctions must be reported to Company within twenty-four (24) hours for Company to take prompt action towards resolution.

7. CONFIDENTIALITY:

• 7.1. The Receiving Party undertakes-


• 7.1.1. To keep the Confidential Information secret and strictly confidential and not to use or disclose it, directly or indirectly, whether in whole or in part, in any manner whatsoever, to any third party and to ensure that the Confidential Information is protected with the highest security measures and a degree of care that would apply to their own strictly Confidential Information.


• 7.1.2. To use Confidential Information exclusively for the purpose of this Service Agreement and for no other purpose and to inform immediately the Disclosing Party upon becoming aware that the Confidential Information has been disclosed to third parties in breach of this provision or third parties have illegitimately accessed it.


• 7.1.3. To take all possible measures in order to minimize the effects and risks of such disclosure including getting its personnel/resources to sign Non-Disclosure Agreements in the form acceptable to the Disclosing Party.




• 7.2. The Receiving Party shall during the term of the Service Agreement or within five years after the expiration or closure of the Service Agreement not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.


• 7.3. NO REPRODUCTION: Except for the purposes of the Service Agreement, the Receiving Party shall ensure that the Confidential Information will not be stored, copied or reproduced or transmitted by any means and in any form whatsoever (including in an externally accessible computer or electronic information retrieval system) by the Receiving Party or its representatives without the prior written permission of the Disclosing Party.


• 7.4. REMEDY FOR BREACH OF CONFIDENTIALITY: It is understood and agreed between the Parties that any breach of the obligations of confidentiality contained herein may cause the Disclosing Party irreparable harm, injury, loss and damage, the extent of which may be impossible to ascertain, and which cannot be fully compensated by monetary damages. Accordingly, in addition to any other remedies, the Disclosing Party may have at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief against the Receiving Party to prevent any further or continuing breach of the confidentiality obligations and the Receiving Party acknowledges that this is a reasonable covenant and required to protect the Disclosing Party.

8. INTELLECTUAL PROPERTY RIGHTS:

• 8.1. If not otherwise agreed herein, no Intellectual Property Rights of either Party shall be transferred.


• 8.2. All right, title and interest in and to all Intellectual Property Rights in or related to the Services provided by the Company (including but not limited to any methods, systems, software, algorithms, images and source code), as well as any related documentation and analytics (including modifications to any of the foregoing, if any) and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of the Company.

9. MUTUAL INDEMNITY:

• 9.1. Merchant shall indemnify, defend and hold harmless Udooh and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Merchant or its Affiliates, employees or directors in any third party claim made or suit brought to the extent resulting from any of the following: (i) a breach by Merchant or any of its Affiliates, of its obligations, representations and warranties pursuant to the Service Agreement; (ii) the breach by Merchant of its obligations under the Service Agreement; (iii) the negligence or wilful misconduct of Merchant or its Affiliates in connection with the Services.


• 9.2.Udooh Partner shall indemnify, defend and hold harmless Udooh and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Udooh Partner or its Affiliates, employees or directors in any third party claim made or suit brought to the extent resulting from any of the following:
  (i) a breach by Udooh Partner or any of its Affiliates, of its obligations, representations and warranties pursuant to the Service Agreement;
  (ii) the breach by Udooh Partner of its obligations under the Service Agreement;
  (iii) the negligence or wilful misconduct of Udooh Partner or its Affiliates in connection with the Services.

10. TERMINATION:

• 10.1. TERMINATION FOR MATERIAL BREACH: In the event either Party commits any material breach of any of the terms of this Service Agreement, and such material breach is not cured within ten (10) days after the non-breaching party gives the breaching party written notice of such material breach, then the non-breaching party will be entitled to terminate this Service Agreement immediately upon written notice thereof to the breaching party.


• 10.2. TERMINATION FOR CONVENIENCE: Either Party may terminate this Service Agreement at any time by giving thirty (30) days prior written notice to the other Party without any cost and consequences to itself.


• 10.3. Upon termination, no amount shall be refunded to the Merchant by the Company.

11. INDEPENDENT RELATIONSHIP:

This Service Agreement is entered into on a ‘Principal to Principal’ basis. Neither Party is an agent, representative or employee or partner of the other Party nor has any authority to assume or create any obligation or liability of any kind on behalf of the other except as provided herein and they are linked only within the scope of this Agreement.

12. MISCELLANEOUS:

• 12.1. NOTICES: Any notice required or permitted to be given or made under this Service Agreement by either Party shall be in writing and delivered to the other Party at its address indicated in their respective Service Order Forms or to such other address as a Party may specify by email or post or courier. All notices shall be effective as of the date received by the addressee.


• 12.2. GOVERNING LAW; DISPUTE SETTLEMENT MECHANISM AND JURISDICTION:
  
  
  • 12.2.1. The Parties herein agree that this Service Agreement shall be governed and interpreted in accordance with the laws of India.
  
  
  • 12.2.2. In case of any claim, dispute or difference or question between the Parties arising out of or in connection with or in relation to this Service Agreement (“Dispute”), the Parties shall first endeavor to settle such Dispute amicably by mutual discussion in good faith within a period of 1 (one) month, failing which, the Dispute shall be referred and resolved through a sole mediator mutually appointed by both the Parties.
  
  
  • 12.2.3. Subject to foregoing, all disputes under this Service Agreement shall be subject to the exclusive jurisdiction of the courts in Gurgaon.


• 12.3. SURVIVAL: Such provisions of this Service Agreement as by their very nature required/intended to survive beyond the term of this Service Agreement, will survive this Service Agreement and continue to be binding on the Parties.


• 12.4. SEVERABILITY: If any provision of this Service Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions of the Service Agreement shall continue to be valid and enforceable.


• 12.5. WAIVER: The waiver or failure of either Party to exercise any right, power or remedy under this Service Agreement shall not be a waiver of its exercise of that provision, right, power or remedy or preclude its exercise later.


• 12.6. HEADING: The headings and subheadings to various clauses of this Service Agreement are inserted for the sake of convenience and ease of reference only and they shall not govern or affect the interpretation or of the meaning thereof.

Last Updated: 27th September 2024