abcbag: Seller Service Agreement

These ABCBAG.IN’S Restaurant Terms (“Terms”) apply to the service relationship between SRSBAY EMARKET AND MARKETS PRIVATE LIMITED‚ its subsidiaries and affiliates ( collectively, “SEMPL” ) and its online food & other services platform, ABCBAG.IN or ABCBAG OR PLATFORM  and the RESTAURANT/RESTAURANTS & ALL OTHER SERVICE PROVIDERS OF THE PLATFORM'S CATEGORIES (also known as “Vendor” or “Seller”) signing up for the Services (as defined herein). These Terms, and any other terms set forth in the sign up process will be a confirmation as an “Agreement.” The Agreement entered into as of the date Vendor signs up for the Services (“Effective Date”). THE SECTION BELOW ENTITLED “DISPUTE RESOLUTION” HAS A MANDATORY ARBITRATION PROVISION. IT AFFECTS VENDOR’S LEGAL RIGHTS. PLEASE READ IT BEFORE SIGNING UP. Once you sign up means, you agreed to the terms of this agreement from the day, date & time of your signing up.

1. RIGHTS AND OBILGATIONS OF ARPPL

a) PLATFORM will facilitate customers to purchase food and beverages from Restaurant & bookings for various services as applicable via(i) ABCBAG.IN’s proprietary ordering, advertising, delivery logistics and billing system at ABCBAG.IN OR ABCBAG and at the sole discretion of SEMPL, its associated web-based and mobile properties and apps, including Seamless and/or ABCBAG.IN the“ONLINE Platform”; and (ii) at SEMPL’s sole discretion, at any properties associated with SEMPL (together with the online Platform, the “System” or “Systems.” This is applicable to all registered vendors & other related vendors.

b) MARKETING SERVICES: PLATFORM will include Restaurant ( also known as Food vendors or food merchants or food related vendors on the Systems as provided herein, and will assist in transfer of orders to Restaurant for pickup or delivery (the “Marketing Services”). The Marketing Services, together with the Delivery Services and the transaction charges (each as defined in abcbag.in rate card or vendor plans as applicable), will be referred to herein as the “Services.”

c) DELIVERY SERVICES : PLATFORM will connect Restaurant with the delivery network or delivery service providers through PLATFORM’s online platform (the “Delivery Services”). PLATFORM will have the sole right to determine the particulars of the Delivery Services, including, without limitation, the delivery fee, delivery area and availability. For clarity, PLATFORM does not itself provide delivery or logistics services; instead, PLATFORM provides a platform for restaurants to connect with delivery service providers or delivery personnel or delivery associates to transport orders to customers and to receive information relating thereto. PLATFORM delivery service providers are independent contractors who access  PLATFORM’s proprietary technologies to provide on-demand delivery and logistics services, and such independent contractors control the method and manner in which they deliver orders. Accordingly, PLATFORM will not be liable or responsible for any delivery service providers or any errors or misrepresentations made by them.

d) MERCHANT CONTENT & TARDEMARK; PHOTOGRAPHS OF MENU ITEMS: PLATFORM owns all right, title, and interest in and to the abcbag.in, online platform and any content supplied by PLATFORM, and will have sole editorial control over the ABCBAG online platform, including the exhibition of any content provided by Restaurant or Food merchant or Service Providers (“Restaurant Content” or “Food Merchant Content” or Food Ingredients Contents or any other services providers content). Restaurant or any food related Content or servive providers may include, without limitation, menus, images or photographs, trademarks, logos and other materials provided by Merchant or Vendor to the platform.

In a situation where images or pictures of Merchant’s menu items or any services are not available or where they do not meet PLATFORM'S standards or requirement, then the Merchant/Vendor permits PLATFORM' in engaging representative of ABCBAG.IN for taking  professional photos or pictures.. The representative will click pictures of Vendor’s menu items or any related products and upload such images on the ABCBAG Marketplace in representation of Merchant’s menu items as per company rules and regulations.

In case of termination of listing as a vendor, PLATFORM would remove or deactivate the Merchant’s store listing without any notice.

In continuation of the term of this Agreement and for three (3) months thereafter, Restaurant hereby grants PLATFORM, a royalty-free, worldwide, sub-licensable, transferable, fully paid-up, irrevocable right and license to use the VENDORS Content on the Systems, and for marketing and promotional purposes via any means now known or hereinafter developed. The granting becomes automatic when the Vendor continues his or her registration on ABCBAG online marketplace. ABCBAG may remove Restaurant Content on the Systems at any time if it believes at its sole discretion that such Vendor Content violates any applicable laws, infringes upon any third-party rights, or otherwise influences the reliability of the Systems.

e) TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN AS EXPRESSLY DELIVERED IN THE AGREEMENT, ABCBAG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, THE SYSTEMS, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SEMPL WILL NOT BE LIABLE TO VENDORS FOR DAMAGES RESULTING FROM THE FAILURE OF THE SYSTEMS, SERVICES OR RESTAURANT CONTENT. ABCBAG WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO VENDORS FOR INDIRECT, WILLFUL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. SEMPL WILL HAVE ZERO LIABILITY UNDER THE AGREEMENT AND ALL THE VENDORS UNDER ANY CIRCUMSTANCES WILL HAVE NO RIGHT TO CLAIM INCCLUDING ANY COSTS, CHARGE BE OR ANY OTHER FEESS DIRECTLY OR INDIRECTLY. SO THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

2. RIGHTS AND OBLIGATIONS OF RESTAURANTS OR FOOD VENDORS.

a) Restaurant will prepare food and beverage orders placed via the Systems (i) consistent with menu descriptions; (ii) in compliance with all applicable health and safety requirements; (iii) in accordance with industry standards; and (iv) during the hours of operation provided by Restaurant to ABCBAG.IN. Restaurant will ensure that its menu(s), hours of operation, and other particulars required for ABCBAG to perform the Services are up to date. Restaurant will ensure that its menu descriptions are sufficiently detailed as to ingredients and allergens, and contain any other health or safety notices that are recommended or required by applicable law, rule or regulation. Similarly,

b) Restaurant menu items available for purchase through the Systems must be substantially similar to those menu items available in-store and through any other digital ordering channel. Restaurant menu item pricing through the Systems must be at least as favourable to the consumer as of that which is available on Restaurant’s standard menu or offered to any third-party service, and ABCBAG from time to time may request the vendors to update menu item pricing through the Systems to match more favourable terms of available elsewhere.

c) Restaurant consents to receiving phone calls, faxes, emails, text messages and any other communications made available by and on behalf of ABCBAG as they may relate to the Systems, Services and terms governing Restaurant’s use of the Systems and Services, including without limitation, marketing or transactional matters. Restaurant hereby consents to the recording of telephone conversations related to the Systems and Services and will ensure Restaurant’s employees, service providers and agents are informed of the same and consent to recording by ABCBAG. In case of advance table booking where if a Restaurant accepts phone orders, Restaurant must advise those placing phone orders that CSC (Card Security Code)/CVV/CVV2 should not be transmitted over the phone.

d) Restaurant will not, and will not permit any third party to, market to or solicit any customer or company obtained through the Systems or via the Services for any purpose. For instance, but without limitation, Restaurant may not solicit a customer or order directly from Restaurant or through a third party. In lieu of the avoidance of doubt, the foregoing does not apply to any customer or company whose existence and information that restaurant obtained independently of the Systems and Services.

e) Restaurant or Food Vendor will maintain the confidentiality of all non-public information that it acquires in the course of performing the Agreement, including without limitation all Customer Data (as defined below), as well as the terms and conditions of the Agreement (collectively, the “Confidential Information”). Restaurant or Food Vendor will not disclose to any third parties, or use in any way other than as necessary to perform its obligations hereunder, ABCBAG’ Confidential Information. Restaurant or Food Vendor will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective as those set forth herein. In case of expiration or termination of the Agreement and as requested by ABCBAG, Restaurant OR Vendor should deliver all materials or any documents containing the Confidential Information, together with all copies thereof in whatever form to ABCBAG.

f) “Customer Data” means (i) any and all information about customers generated or collected by ABCBAG or Restaurant or Food Vendor through the Systems or Services, which may include but is not limited to, customer’s name, delivery address(es), email address(es), phone number(s), and customer preferences and tendencies and (ii) any information that may otherwise be considered “personal data” or “personal information” under applicable law. Restaurant and all food vendors acknowledges that all Customer Data is the sole and exclusive property of ABCBAG. Accordingly, Restaurants and all food vendors will use Customer Data for the sole purpose of fulfilling applicable customer orders or otherwise satisfying Restaurant’s or Food Vendor’s obligations hereunder. Restaurant or Food Vendor (and any other persons to whom Restaurant and food vendors provides any Customer Data only as necessary to perform the Agreement) will implement and maintain comprehensive administrative, physical and technical safeguards in accordance with current industry best practices in order to protect, handle, and secure Customer Data. Restaurants and food vendors will also be responsible for any breach of this provision by any third-party service provider engaged by Restaurant aor any food vendor. Restaurants and food vendors will notify ABCBAGS in a secure manner immediately upon a data security breach or any reasonable suspicion thereof or any other unauthorized disclosure of Confidential Information, and assist and cooperate with ABCBAG concerning any remedial measures and any disclosures to affected parties, in each case as requested by ABCBAG or required under applicable law.

g) Restaurants and  all vendors agrees that its use of the Systems and Services is subject to the ARPPL Terms of Use as in effect at the time (available at https://abcbag.in/abcbag-user-agreement/), and further agrees that Restaurant’s and food vendor’s access to and use of Customer Data will be subject to the ABCBAG's Privacy Policy as in effect at the time (available at https://abcbag.in/abcbag-priva...). Restaurant or Food Vendor who uses A2Z EATS food service platform to receive and confirm orders from A2Z EATS, the Restaurant / Food Vendor should comply with the A2Z EATS Terms of Use as in effect at the time (available at https://abcbag.in/abcbag-user-agreement/)

h) If Restaurant or Food Vendor is a franchisee of a franchisor (“Franchisor”) that has negotiated a master agreement with the franchisor (“Master Agreement”), Restaurant consents to the sharing of certain sales reporting data with Franchisor pursuant to the Master Agreement. Restaurant or Food Vendor represents, warrants and covenants that:

(i) it has the authority to enter into the Agreement and to grant the rights granted hereunder, and doing so will not violate any other agreement to which it is a party;

(ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;

(iii) the Restaurant or Food Vendor Content will not infringe or otherwise violate the rights of any third party;

(iv) it will comply with all applicable retail food, beverage (except alcohol which is not allowed for online sale on this platform ) or other health and safety codes, rules or regulations, as well as any other laws applicable to its business (including without limitation the obligation to pay tips to delivery and other workers, if any);

(v) it will provide accurate tax rates and calculations to ABCBAG; and

(vi) it will remit to the applicable taxing authority all legally-required taxes and will file all required tax returns and forms as per Republic of India regulations. In the event that Restaurant includes alcohol in its menu on the Systems, Restaurant further represents and warrants that it maintains a valid and active liquor license and all other applicable licenses, permits and registrations for the sale, distribution and (if applicable) delivery of alcohol (collectively, “Liquor Licenses”). Restaurant will provide ABCBAG with a copy of the Liquor Licenses and all renewals thereof, and will immediately notify ABCBAG if any Liquor License is not renewed or is revoked, cancelled or surrendered at any time during the Term. This paragraph is applicable for restaurants and food vendors of countries where online sales of liquor is allowed.

j) Restaurant and food vendors will indemnify and hold ABCBAG (including its directors, employees, officers, agents) harmless from any and all claims, actions, proceedings and damages arising out of Restaurant’s activities, including, without limitation,

(i) any third-party transactions or financing arrangement;

(ii) restaurant’s or food vendor’s provision, calculation, reporting or remission of taxes; or

(iii) any breach or alleged breach of the representations, warranties or covenants set forth in the Agreement. ABCBAG will provide prompt notice to Restaurant or food vendor of any potential claim subject to indemnification hereunder. Restaurant and food vendor will assume the defence of the claim through counsel designated by it and reasonably acceptable to ABCBAG, provided that ABCBAG may use counsel of its choice at its own expense. Restaurant will not settle or compromise any claim or consent to the entry of any judgment without the written consent of ABCBAG, which will not be unreasonably withheld. ABCBAG will reasonably cooperate with Restaurant in the defence of the claim, at Restaurant’s expense.

3. PAYMENT TERMS & CONDITIONS

a) In consideration for Restaurant’s and food vendor’s access to the applicable Systems and Services, Restaurant will pay to ABCBAG the Marketing Commission (for non-catering and/or catering and/or any other orders, as applicable) and Delivery Commission (as applicable) provided in the sign up or registration process (collectively, the “Commissions”). Except as otherwise specified, the Commissions apply to the product total on all orders placed through the Systems. In the event Restaurant does not use or ceases to use Delivery Services, the Marketing Commission will apply to the product total and any delivery fee charged by Restaurant. For Restaurants that do not use Delivery Services, the Marketing Commission will be charged on telephone orders originating from the Systems based on the average Marketing Commission actually charged on Restaurant’s previous six (6) non-telephone orders. The Commissions may be amended by ABCBAGS upon three (3) days’ prior notice by email to Restaurant and food vendors, provided that this Agreement between the Restaurant or Vendor & ABCBAGS is valid during such notice period.

b) PLATFORM will arrange to transfer “funds or disbursements” to Restaurant and Food Vendors via online internet banking system or through any other online services as available and applicable” at mutually agreed intervals in line with RBI rules. “Funds or disbursements” means the “Grand Total” (which includes the product total, tax,) received by the PLATFORMs for orders placed during the relevant billing period (“Billing Period”), less (i) the applicable Commissions, (ii) delivery charges, (iii) the processing fee (inclusive of credit charges) on the Grand Total, (iv) tax collected on orders to be reported/remitted by the PLATFORM, and (v) referral and affiliate fee or any other fee if any (vi) the amount of refunds or discounts granted to customers.

c) Restaurant and food vendors will always furnish an accurate and complete sales tax rates and computations (including, without limitation, any applicable state and local taxes) applicable to menu items and will arrange for reasonable advance notice to PLATFORM of any required changes to such rates and/or computations. Restaurant and food vendor will report and remit all sales tax collected through the Systems to the applicable taxing authorities. Notwithstanding the foregoing, PLATFORM will report and remit all sales tax collected to the applicable taxing authorities as and when directed by the concerned authorities within the limits.

4. TERMINATION

a) The Agreement may be cancelled by either party for any reason or no reason upon three (3) days’ prior written notice to the other party. Email shall suffice for written notice. Also, that PLATFORM may suspend the Services or access to the Systems during any time it believes Restaurant or Food Vendor is in violation of the Agreement. Neither Merchant nor PLATFORM will be required to pay any fee in connection with a termination by either party, or be liable to the other as a result of termination of this Agreement for any damages, for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either Merchant or PLATFORM.

b) If either party wishes to cancel placement on any particular platform(s) and/or the Delivery Services, in each case, while remaining on the other platform(s) and/or retaining the other Services, it may do so at any time upon three (3) days’ prior written notice to the other party. Notwithstanding anything to the contrary herein, in the event that only placement on the such platform and/or the Delivery Services are cancelled, the Agreement will continue in full force and effect, except that:

(A) “Services” will be defined again or differently to refer only to the remaining Service(s),

(B) “Commission” will be redefined to refer only to the Commission(s) applicable to the remaining Services, and

(C) Any obligations of ABCBAG.IN OR PLATFORM  with respect to the cancelled Service(s) will be of no further force and effect.

5. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE COMPANY (SRSBAY EMARKET AND MARKETS PRIVATE LIMITED) AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 5 OF THIS AGREEMENT SHALL BE DENOTED TO AS THE “ARBITRATION AGREEMENT”.

5.1.Scope of Arbitration Agreement. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were declared before the Effective Date of this Agreement. CASES HAVE BEEN FILED AGAINST THE COMPANY—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

Arbitration Rules. This Arbitration Agreement is governed by the Indian Arbitration & Conciliation Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to SEMPL’s registered agent. The arbitration will be conducted by an arbitrator under its rules and pursuant to the terms of this Agreement. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the Indian Arbitration Act. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Hyderabad, India, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award.

Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and the Company.

Waiver of Jury Trial. YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and the Company are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 5.1 above. There is no judge or jury in an arbitration, and court review of an arbitration award is limited.

Waiver of Class or Consolidated Actions; Severability. YOU AND THE COMPANY AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor the Company is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 6, and all other provisions of this Section 5 (Dispute Resolution) shall remain in force. If any provision of this Section 5 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 5.

Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor the Company can force the other to arbitrate as a result of this Agreement. To opt out, you must notify the Company in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your ABCBAG username (if any), the email address you used to set up your ABCBAG account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to:MERCHANTOPTOUTt@ABCBAG.COM. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND THE COMPANY.

Survival. This Arbitration Agreement will survive any termination of your relationship with the Company.

Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the Company.

6. MISCELLANEOUS TERMS

ABCBAG and Vendors are independent contractors, and nothing herein may be construed to create any agency, partnership or joint venture between them. Notwithstanding anything to the contrary, neither party has any authority of any kind to bind the other party in any respect whatsoever. The Agreement are not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. No ambiguity will be construed against any party based upon a claim that such party drafted the ambiguous language. With the exception of the Arbitration Agreement, which will be governed by the Indian Arbitration Authority, the Agreement will be governed by Indian Arbitration law, without regard to conflict of law principles. The Agreement and any other agreements or terms incorporated herein by reference, constitute the entire agreement between the parties and supersedes any prior understanding (written or oral) on the subject matter hereof. In the event of any conflict between the Agreement and any of the ABCBAG Privacy Policy, the ABCBAG Terms of Use, or the ABCBAG Vendors POS API Terms, the terms of the Agreement will control. ABCBAG hereby reserves the right to update and modify these Terms at any time at its sole discretion, provided that such modifications will be applied only prospectively. You agree that ABCBAG has the right to notify you of updates to these Terms by posting them on the Systems. Therefore, you should review these Terms before using the Services. The Agreement may not be amended by vendor unless such amendment is signed by an authorized representative of ABCBAG. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event of a breach, in addition to any remedies at law or in equity, the non-breaching party will be entitled to seek specific performance and immediate injunctive relief. Failure by ABCBAG to require performance or claim breach will not be construed as a waiver by ABCBAG. A party will not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event. Vendor may not assign the Agreement without the prior written consent of ABCBAG, and if permission is secured, the assignor will provide ABCBAG with advance written notice so that payment can be directed appropriately. Any assignment by Restaurant and food vendor in violation of this provision will be considered as nullified. ABCBAG may freely assign the Agreement. The Agreement will be binding on the parties’ permitted heirs, successors and assigns. Any dispute, controversy or proceeding arising out of or relating to the Agreement or the relationship between the parties hereto will be governed by in accordance with the terms of the Agreement. This Section 6, the customer data, ownership, confidentiality, indemnity, limitation of liability and arbitration provisions and any other terms required for the full interpretation of the Agreement following expiration or termination will survive any expiration or termination of the Agreement.

7. NOTICES.

All notices under the Agreement will be in writing and will be deemed to have been duly given if given on the earliest to occur of

(i) upon delivery, or refusal of delivery, if personally delivered;

(ii) on the third business day after deposit with the Indian Postal Service if sent by registered post with acknowledgement due or speed post;

(iii) on the first business day after delivery to a nationally recognized courier if sent by such a courier; and

(iv) on the day transmitted, as indicated by the transmission confirmation, if given by email (however, any notice transmitted by email after 5:00 PM local time at the destination of the recipient or on a day other than a business day will be considered given on the next business day). All notices to Vendor will be sent to Vendor at the email address provided by the authorized representative during the signup process or such other address provided by vendor and accepted by ABCBAG in writing.