TERMS

• Sloshout shall brand the Merchant Outlet over company’s website.
• Sloshout shall maximize the lead generation for Merchant Outlet using offline/online channels
• Sloshout shall provide monthly performance report to the Merchant outlet, if it deems necessary.
• The Merchant Outlet shall share the pictures and amenity details about their property to be uploaded on Sloshout’s website and on all forms of Social Media.
• Should Merchant Outlet requires any change in the website’s listing; the same shall be informed by way of email/sms/whatsapp communication to Sloshout. Changes made shall be made effective within 7 working days.
• Merchant outlet has confirmed to Sloshout that it holds all the licenses and permits required to host a booking at their property.

Use Of Trademarks

• Merchant Outlet warrants to Sloshout that it is the owner of the Trade Mark and by virtue of this ownership it has the authority to grant Sloshout a license to use the trade mark in respect of Sloshout program, in the territory.
• Sloshout acknowledges and agrees that all rights, in and to the said trade mark, including all of the goodwill of the business associated therewith, are and shall hereafter continue to be the exclusive property of Merchant Outlet, and that all use of the said trade mark by Sloshout shall ensure only to the benefits of Merchant Outlet.
• Merchant Outlet shall approve the form of representation of the trade mark and provide the same to Sloshout. All the representations of the trademark, which Sloshout intends to use, shall be the exact representations of those provided by Merchant Outlet in regard to design color and other specified details.
• Sloshout will ensure that all advertising, marketing and promotional material using the trademark, prepared by Sloshout, shall comply with the guidelines relating to the marketing of the product/service branded with the trademark.
• Sloshout agrees not to make use of the trade mark other than for the purpose of listing and promoting of the brand in its Website/App and / or Sloshout’s social media channels.
• Merchant Outlet agrees to grant Sloshout permission to use its trademarks for the period of this agreement.
• Merchant Outlet has a lawful right to grant and hereby grants the limited, non-transferable, non-assignable, non-exclusive permission to Sloshout to use the Logo for the purpose defined in the agreement.

Termination & Refund

• Notwithstanding anything contained in this Agreement, and without any liability and judicial intervention, this agreement may be terminated by the Party not in default (the “Non-Defaulting party”) by giving a thirty (30) days’ written notice to the Party in default (the “defaulting party) if any of the following events (hereinafter referred to as an “event of Default”) occurs:
• Either party commits a breach of this Agreement; and such breaches, if capable of remedy, is not remedied by the defaulting party within the aforesaid thirty (30) days’ notice period;
• If either party goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction and where all the rights and obligations are validly assigned), administration or receivership or cease to carry on its business or is otherwise insolvent or unable to pay its debts on time.
• This agreement may be terminated by the mutual consent of the Parties.
• The Service Subscription Cost paid will not be refunded in any circumstance.
• Upon termination of the Agreement for reasons specified and unspecified, all the rights and obligations of the Parties hereunder shall cease to exist except under circumstances covered under this agreement.

Indemnification

Merchant outlet shall indemnify and hold harmless Shout services, its partners, employees, agents, affiliates and assignees, or any of them, from and against:

• Any and all losses, damages, liabilities, expenses (including reasonable attorney’s fees) costs, claims, suits, demands, actions, causes of action, proceedings, judgments, assessments, deficiencies and charges resulting from third party claims occasioned by, arising out of or resulting from any material misrepresentations of any of the terms of this Agreement by Merchant Outlet to the customers; and
• All costs resulting from, caused by, relating to or arising out of performances by Merchant Outlet of its obligations hereunder, and negligent acts or omissions or willful misconduct by Merchant Outlet in connection with the conduct of (Merchant Outlet) performance of its obligations hereunder, including any assertions regarding unfair competition or violations of laws, rules or regulations by the customers.
• Any criminal/unlawful act(s) committed by the customer with regard to the merchant outlet/any of its agents, staff/any customers present and vice-versa, shall not hold Sloshout or any of its partners and authorized agents liable as co-conspirators/abettors in said act(s). Any and all consequences of an act committed in furtherance of the booking done through Sloshout would be borne either by the customer or the merchant outlet; and Sloshout would not be liable for the same in any capacity.

Mutual Representation & Warranties

Each party represents and warrants to the other that:

• It is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof;
• It is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and
• This Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Governing Laws And Arbitration

• Any dispute, differences, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or in connection with this Agreement, of the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities there under, or as to any act matter or thing arising out of, consequent to or in connection with this Agreement, shall be settled by the parties by mutual negotiations and agreement. If, for any reason, such dispute cannot be resolved amicably by the parties, the same shall then be referred to and settled preferably by way of mediation. If that fails, then through arbitration proceedings in accordance with the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment or amendment thereto (The “Arbitration Act”). The decision of the Arbitration shall be final and binding upon the Parties. The place of the arbitration shall be Delhi. The Language of the arbitration and the award shall be in English.
• The arbitrator to the arbitration proceedings hereinabove shall be chosen by the parties in collusion with each other.
• Any dispute relating to this agreement shall be submitted to the courts/tribunals/other authorities situated in Delhi exercising lawful territorial jurisdiction.
• This agreement shall be construed to be in accordance with the laws of India.

Miscellaneous

• This agreement and the Schedules, Annexure, and Appendices hereto represent the entire Agreement between the Parties as to the subject matter hereof and supersede all prior understandings between the Parties on the subject matter hereof.
• No amendments and / or modifications to this Agreement shall be valid unless executed in writing and signed by both Parties.
• The Schedules, annexure and appendices attached to this Agreement form a part of this Agreement.
• Termination of this Agreement for any cause whatsoever shall not release the party from any liability which, at the time of termination, has already accrued to the other Party or which may thereafter accrue in respect of any act or omission prior to such termination.
• Termination of this Agreement for any cause whatsoever shall not release the party from any liability which, at the time of termination, has already accrued to the other Party or which may thereafter accrue in respect of any act or omission prior to such termination.