Terms & Conditions

SPLENDID APP END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT 

Note: THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS OF USE WERE UPDATED ON NOVEMBER 2021. PLEASE CAREFULLY READ THESE TERMS OF USE. BY USING THIS PLATFORM, YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THIS PLATFORM 

MERCHANT/ CREATOR AGREEMENT  

This Agreement is entered in Mumbai on ______ Day of ________, in the Christian year ______;  

BY AND BETWEEN: 

SPLENDID APP PRIVATE LIMITED, a company registered under the Indian Companies Act 2013 bearing Corporate Identification Number (CIN) U62099KA2024PTC185719 and having registered office at 235, Binnamangala, 2nd Floor 13th Cross Road, 2nd Stage Indiranagar (Bangalore) Bangalore North Bangalore KA 560038 IN represented through directors Nirmal Kotecha and Warren Menezes, hereinafter referred to as “COMPANY” (which expression shall unless being repugnant to the context or meaning thereof shall mean and include its directors, representatives, executors) OF  

THE FIRST PART; 

AND 

Mr./Mrs. ___________________________, habitant of __________, having identity proof as ____________ having number ____________, and having an address at office at _________________________, hereinafter referred to as “MERCHANT/ CREATOR” (which expression shall unless be repugnant to the context or meaning thereof shall mean and include his/her self or his authorized assignee) OF THE OTHER PART;  

OR 

M/s _________________________, a company incorporated under the Indian Companies Act, 1956 or  Companies Act 2013, or Limited Liability Partnership Act, 2008 having CIN No. _____________________, PAN card No. ___________________, represented through its designated partner/director/authorized signatory ____________________ authorized by a board resolution dated ________________, having registered office address at _____________________________________________, hereinafter referred to as “MERCHANT/CREATOR” (which expression shall unless be repugnant to the context or meaning thereof shall mean and include its directors or partners or designated partners, officers, representatives and/or assignee) OF THE OTHER PART;  

OR  

M/s _________________________, a partnership firm, incorporated under Indian Partnership Act, 1932, having PAN card No. ___________________, represented through its partner _________________, having registered office address at _____________________________________________, hereinafter referred to as “MERCHANT/CREATOR” (which expression shall unless repugnant to the context or meaning thereof mean an include its directors, officers, representatives, and/or assignee) OF THE OTHER PART;  

OR  

M/s _________________________, a company/ firm incorporated under ___________, having identification No. _____________________, represented through ____________________ authorized by a board resolution dated ________________, having registered office address at _____________________________________________, hereinafter referred to as “MERCHANT/CREATOR” (which expression shall unless be repugnant to the context or meaning thereof mean and include its directors, officers, representatives and/or assignee) OF THE OTHER PART;  

WHEREAS: – 

1. The company is engaged in the business of providing social commerce platform services content production, marketing, booking, customer care, product research activities for customers and support services, sales, commercial events, administration, planning, financial, legal, market development, advertisement, product development, product support, systems development, operations support, project related matters, provision of training, information on competitive activities, promotional offers, collection of industry data, answering operational, technical and risk management queries and other related business activities (“the said business activities”) under name and style of   “SPLENDID”. The Company has full rights and complete ownership rights to enter into this contract with Merchant/Creators. 
2. Merchant/Creator has approached the Company to promote the said business activities on the digital platform of the company.
3. Merchant/Creator has agreed to pay commission and other charges as applicable to them under this agreement for using the said platform for marketing, display of creative content, selling goods, and other things as agreed between the parties as legally permissible by MOA/AOA of the company and legally permissible by law prevailing in Union of India. 
4. The merchant/ Creator has represented those personal details and other information provided by them in the execution of this electronic agreement as true and correct and relying on the representations of the merchant/user, the company has entered into this agreement without verifying the contents of the information provided by merchant/creator. In no circumstances, the company shall be liable for actions, misdeeds, misrepresentations, or fraud committed by the merchant/creator knowingly or unknowingly while using the digital platform of the company. Merchant shall at all times indemnify the company, its officers, agents, directors, representatives, and assignees from every action undertaken by the Merchant/Creator on the digital platform. 
5. The merchant/Creator has satisfied themselves with their responsibilities under this agreement and has entered into this agreement after reading and understanding the role of the merchant/creator and acknowledging the fact the company is only a facilitator to the merchant/creator. 
6. Parties have agreed to enter into this agreement and have agreed to agree to the terms and conditions of this agreement which are produced in detail hereinbelow.
7. Creators, Merchants, or Artists: A creator is someone who creates and provides content or services for their subscribers or customers through the Splendid platform. To become a creator, you must create a page (also called a creator’s website) that describes what you are creating and any benefits you are offering. To receive pay-outs, you have to provide us with your preferred payment mode with your details e.g., UPI / Bank Transfer, etc. You must also provide us with additional information for tax purposes.

• Legal name 

• Address Proof 

• PAN Card / Aadhar Card 

• GST (if required) 

• FSSAI (if required) 

NOW THEREFORE THE PARTIES HEREBY AGREE to execute the Agreement in consideration of the mutual promises, covenants, representations, and warranties and by the terms and conditions set out hereunder:  

1. Recitals shall form an integral part of this agreement and shall be read as a part of this agreement. Recitals shall be representations of the parties which shall be binding upon the parties.
2. INTELLECTUAL PROPERTY
   a. Company has the right, title, and interest including but not limited to ownership of domain rights of www.splendid.app and trademark, logos, graphics, images, sound recordings, audio-visual works, and other material works owned and related to the company (“intellectual property of the company”) excluding content of merchant or creator protected under copyright laws prevailing in the territory, displayed on the registered website and mobile application of the website. No creator or merchant or any person or persons under him shall claim or claim any right, title, or interest upon the intellectual property of the company save and except content uploaded on the website of the company protected under copyright laws prevailing in the territory of India.
   b. Any right, title, and interest whatsoever, including, but not limited to content, patents, copyright, trade secrets, IT solutions, software, and design rights whether capable of being registered or not, arising or created produced by the Merchant or Creator shall belong to Merchant or Creator exclusively.
   c. Merchant/ Creator undertakes not to sell, transfer, assign, license, sublicense, or modify the intellectual property of the company without express written permission of the company.
3. CONFIDENTIALITY: “Confidential Information” includes, without limitation, all information that has or could have commercial value or other utility in which the Merchant or creator or any of its representative/Affiliate/authorized officer is engaged or in which they contemplate engaging, which shall include:
   a) Testing methods, content, patents, copyright, trade secrets, IT solutions, software and design, and other intellectual property rights of the company displayed on the website and mobile application of the company save and except content uploaded on the website of the company protected under copyright laws prevailing in the territory of India. 
   b) All information of which the unauthorized disclosure could be detrimental to the interest of the company, whether or not such information is identified as Confidential Information by the employer.
   c) Information disclosed by merchants or creators including communications between the company and merchant or creators during the subsistence of this agreement which is not expressly permitted.
   d) Information disclosed or made available to the merchant or creator by the company. 
   e) All information about the commission, fees, charges, payments, services, and other commercial understanding between the company and merchant or creator communicated expressly or impliedly by the company.
   f) It does not include except and then only to the extent that:

• Merchant or creator can demonstrate by competent written proof that all or any part of the confidential information was already in his/ their at the time before its disclosure by the company. Or;
• All or any part of the Confidential Information can be demonstrated by competent written proof to be in the public domain.  

4. KYC AND CREATOR VERIFICATION 

Any merchant or creator using the digital platform of the company shall complete the KYC as per annexures to this agreement and render true and correct information to the company. in case any merchant or vendor renders false information or fails to complete KYC then it shall result in suspension of account and forfeiture of any earning or pay-off to the merchant or creator. 

5. WHO CAN NOT USE THE PLATFORM OF THE COMPANY

All persons are allowed to use the digital platform of the company except: 

a) People using the platform to advance political views and/or run, and manage political campaigns save and accept educational videos about current affairs in India and in the entire world. 

b) Persons or organizations already convicted for criminal or harmful posts and/or crimes punishable under the Indian Penal Code or any other criminal law prevailing in India; 

c) People or organizations promoting drugs, substance abuse, nudity, sexuality, terrorism, sedition, supply of weapons, white collar crimes, abuse of children, abuse of animals; 

d) People debarred by the company for non-compliance to this agreement

5. REFUND AND CANCELLATION 

a) No Refund of creator/ merchant and/or end user shall be granted by the company. 

b) In the event the merchant or creator wants to stop the subscription or service provided by the company, the creator or merchant shall use the tools provided on the platform. 

c) Any Account not recharged for more than 2 (two)weeks will automatically delete its contents. The company shall not be liable for deletion of contents or de-activation of such dormant accounts.

6. TERMINATION

a) If the Merchant or creator is guilty of any misconduct or commits a breach of any provision of this Agreement or annexure attached hereto, the company shall have complete right and full authority to terminate this agreement without any prior notice and de-active the account of such merchant or creator. However, the merchant or creator shall be allowed to activate his account again and enter into a new agreement or resume performance under this agreement as decided by the company from time to time or as per guidelines issued by the company. 

b) In the event the merchant or creator requests for termination of this agreement or unilaterally de-activates the account to play fraud on the customers using the digital platform of the company for wrongful gains. In such event, the Merchant or creator shall be disbarred from using the digital platform of the company for a period as decided from time to time and shall be liable to compensate the company damages equivalent to 100% of the sale proceeds of the merchant or creator for loss of goodwill, reputation of the company. In case of any such fraud by the Merchant or creator on his customers, such merchant or creator shall indemnify and keep indemnified the company, its director, agents, representatives, and officers from all claims, demands, damages, legal proceedings, costs which is liable to paid by the merchant or creator. 

a) The Company shall have the right to exercise a lien on all amounts due to the Merchant or creator from the company in respect of the damages aforesaid.

b) This agreement between the parties shall stand terminated on non-usage of a digital platform for a continuous period of 3 months by the Merchant or Creator. 

7. REPRESENTATIONS AND WARRANTIES

Merchant or creator hereby represents and warrants to the Company as follows: 

a) The Merchant or creator has accurately disclosed all information to the Company at the time of entering into this agreement, including information about legal identity, personal information, bank account information, GST number, and employment status. 

b) Merchant or creator is not subject to any agreement, arrangement, contract, understanding, court order, or otherwise, which in any way directly or indirectly restricts or prohibits the Merchant or creator from fully performing the duties under this agreement or any of them, following the terms and conditions of this agreement.

c) Merchant or Employer hereby represents that he is not in employment (whether full or part-time) with any other person, firm, company, or organization as of the date hereof.

d) Merchant or creator is not barred or blacklisted by any governmental body, statutory authority, social platforms, or websites including Twitter, Facebook, Instagram, amazon, Flipkart, etc and no show-cause notice in respect thereof has been issued to the Merchant or creator.

e) Merchant or creator is not convicted by any court or tribunal of any offense under the laws of India. 

7. INDEMNITY

Merchant or creator hereby indemnifies and holds harmless and agrees and undertakes with the Company that the Merchant or creator shall and will from time to time and at all times hereafter, indemnify and fully and effectively keep them indemnified and save harmless the Company and from and against all actions, suits, prosecutions, proceedings, claims and demands whatsoever that may be made, raised or preferred by any persons against Company or its directors, officers, representatives, agents, authorized representatives, signatories and also against all costs, losses, charges, expenses, damages, claims or payments whatsoever that they may be made liable to pay, suffer or incur consequent upon breach by the Merchant or Creator of this Agreement or any representation, warranty or statement contained in this Agreement made by the Employee found to be untrue or inaccurate. Merchant or creator agrees and undertakes to company to bear and pay all costs, charges, expenses, losses, claims, and damages that Company or its directors, officers, representatives, agents, authorized representatives, signatories may suffer or incur on that behalf, including legal costs and attorney’s fees. 

8. NOTICES

Any notice or other communication of like nature that may be given by one party to the other shall always be in writing in English and shall be served by email or hand delivery duly acknowledged or sent by Registered Post with acknowledgment due or by an email or by courier at the respective addresses recorded in the address above mentioned by the parties. 

9. INDEPENDENT CONTRACTORS

The Company and the Merchant or creator are each independent contractors and this Agreement shall not be construed to create an association, partnership, joint venture, relation of principal and agent, or employer and employee between the Parties or its agents within the meaning of any applicable law. Neither party will enter into any agreement, oral or written, on behalf of the other or otherwise obligate the other party without that party’s advance written approval. 

10. CODE OF CONDUCT

Merchants or creators shall refrain from using the services given by the company to promote unlawful, illegal activities, unwanted marketing, email spamming, abusive language, and sexual content (express or implied).  

11. ENTIRE AGREEMENT

The Agreement along with Applicable annexures shall contain the entire agreement between the Parties, superseding in all respects any prior oral or written agreements or understandings, and shall be amended modified, or extended only by written instrument signed by both Parties. 

12. SEVERABILITY

If any of the provisions of the Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. 

13. ARBITRATION
    a. If any dispute or difference cannot be resolved amicably, the Parties agree to resolve the dispute and difference through arbitration according to the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof.
    b. The venue of such Arbitration shall be Mumbai.
    c. The language of Arbitration shall be English.
    d. The Agreement and the rights and obligations of the Parties shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.
    e. The entire cost of arbitration shall be paid by the Employee.
14. GOVERNING LAW AND JURISDICTION
    a. The agreement shall be governed and construed per the laws of India.
    b. If any action or proceeding arising out of or related to the Agreement is brought by either Party; subject to the arbitration clause above, the Parties consent to the exclusive jurisdiction and venue in the courts of Mumbai.

IN WITNESS WHEREOF, the Parties have entered into the Agreement the day and year first above written at Mumbai