Terms and Conditions

"Variety Vintages Technology Ltd" is a Platform Provider of Wedding management and execution services (including related platform technology and administrative services) to the client through an independent Wedding Planner (The term is furthermore described in the following clause)

Variety Vintages Technology Ltd is providing User Access to the Wedding Planner to utilize the related platform technology and administrative aspects for Wedding services. The technology includes office systems staff, technical staff, managerial and administrative support for the clients (The term is furthermore defined and described in the following clause) to avail the services of the wedding planner.

1)TERM

1.1) The “Effective Date” (Hereinafter called the date of Commencement) of this Agreement

1.2) The term of this Agreement (the “Term”) shall commence on the Effective Date unless earlier terminated in accordance with the terms and conditions so enumerated in the following clauses.

2) Definitions.

Agreed Purpose means approved and agreed Usage of the Dashboard for the purpose of wedding planning and execution services only and having provided User Access under this agreement.

Applicable Law means any statute, national, state, local, municipal, or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, any act or enactment including but not limited to the Company Act 1956/2013, Securities and Exchange Board of India, RBI guideline, Insolvency and Bankruptcy Code, 2016 (“Code”), approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or at any time thereafter;

Authority means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank) including the RBI. .Client Means the third party with respect to this User Access agreement availing the wedding planning and execution services through a wedding planner who is having the User Access to the Dashboard .Confidential information means that information which are material to the business transactions in the financial and administrative course of work for the execution of services to be competitive in the business.

Data Means all the data information which is accessed by the User according to the terms and conditions and who is authorized to access through the OTP based registration with the Platform Services Provider under this Agreement. Data also means the data included in the Dashboard, as further detailed in the Data Access Conditions for this Dashboard;

Data Access Conditions means a separate and specific set of terms provided prior to receipt of Login Details which sets the purpose and conditions for the User Access to the data;

Digital Content means the material in the Dashboard, which includes: The Data; Login Details and associated information; website and portal designs; commercial data; information; text; standards; images; interactive services; reports; and any other works or material

Dashboard means the secured way to access and systematise the Data and Digital Content, which can be accessed by using the Login Details, having the updated and approved Technology. This secured access is inclusive of Privacy policy and data access conditions available in the website along with the terms and conditions, having specific, scope, purpose and specific conditions.

Effective Date means the Date of Execution agreed by both the parties

Intellectual Property Rights means all intellectual property rights including copyright, database rights, trademarks, trade names, brand name, patents, design rights, including Data base both materials and intangibles related to the Dashboard and Platform services

“KYC Documents” means, with respect to any prospective Customer as provided in the operating process: (a) proof of such individual’s address, (b) proof of such individual’s identity and (c) such other documents as may be necessary in the determination of any of the Parties in terms of the regulations prescribed by the RBI guidelines, notifications, circulars etc., on “ Know Your Customers” norms issued by the RBI from time and time and as per Anti Money Laundering measure Circulars.

Login Details means the User Access username and password to access the Dashboard; Login associated information, website and portal designs; commercial data; information; text; standards; images; interactive services; reports; and any other works or materials related to the Dashboard.

“Materials” shall mean and include the software, the specifications and its designs, software processes, programs, tools, documentations which are legal, documentations for auditing, both tangible and intangible.

Platform Service Provider" means in connection with the Wedding Services Program, the proprietary technology platform of Service Provider and any of its affiliations which includes the Website and a set of application program interfaces which connects to third party websites. This includes e-commerce merchants, e-wallets and applications including mobile phone-based applications. This also includes User Access, which amongst other things, provides access to third party payment systems and identification of Customers, collection of data from Customers in accordance with this Agreement

Platform Services User means the Wedding planner having an access to the Dashboard through an OTP based registration

"RBI" means the Reserve Bank of India. “RBI Guidelines” means any guideline, circular, notification, regulation, requirement or other restriction or any decision or determination relating to leads sharing including but not limited RBI’s “Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs” and RBI’s “Guidelines on Digital Lending”, as amended from time to time. (“RBI Regulations”), RBI circulars on Data Localization, Payment and settlement Act of 2007, Payment Aggregators and Gateway guidelines by RBI in 2020

“Software” shall mean the software programs, its modifications, replacements and updated technology enhancements. The includes documentation and materials related to owned by the platform service provider or licensed by a party from a third-party software vendor provided or used by the user given access to in connection with Platform Services or for the performance such party’s duties or responsibilities under this Agreement

System means, the manual or electronic process of software features which is interconnected through electronic processes including enabling equipment and attachments, accessories and all additions required for the enhancement of systems for the working of the dashboards.

"Sensitive Personal Data" shall mean ,( as per the IT Act 2000, IT Amendment act 2008 , Information Technology (Reasonable Security Practices and Sensitive Personal Data or Information) Rules 2011, called the SDPI rules,) such data which consists of information relating to (i) passwords; (ii) financial information such as bank account or credit card or debit card or other payment instrument details; (iii) physical, physiological and mental health condition; (iv) sexual orientation; (v) medical records and history; (vi) biometric information; (vii) any details relating to the above clauses as provided to Service Provider; and (viii) any of the information received under above clauses by Service Provider for processing, stored or processed under lawful contract or otherwise. However, sensitive personal data does not include any information that is freely available or accessible in the public domain or furnished under the (Indian) Right to Information Act, 2005 or any other law for the time being in force

Third Party means the person availing the wedding planning and execution services through Wedding Planner who is having the User Access as a registered entity through an OTP based registration. The third party is the exclusive domain of the Registered Wedding Planner and Wedding planner is solely responsible for the third party for all its acts and omissions

Wedding planner means any registered entity who has been provided with the User Access to the Dashboard for the execution of Wedding Services. The registered entity is an independent contractor but not a sub-contractor.

3) SCOPE OF WORK

1The Scope of this work under the User Access agreement is to provide Platform Service to the Wedding planners from the date of commencement which includes the platform technology and administrative services described in accordance with the provisions of this Agreement. Platform Services shall also include any services, functions and responsibilities which may not be and expressly specifically described but that are required for the proper execution through this Platform Service provider shall provide the updated technology as and when required in the course of the business here business means wedding planner services and related commercial activities.

The platform service provider agrees that, from time to time during the Term, implement the necessary and required changes to the Dashboard software to make it more user access friendly. This does not affect the existing scope of Work as, long as the program enhancement involves a different scope of work for the User Access during the continuance of this agreement.

The updated technology service shall not mean to deviate from the scope of services and functionality of User access. Platform feature enhancement is not necessarily a change in the scope of work

The Scope of work includes any addition and enhancement of a new program option to the Platform Services;

4) For Platform Service Provider

The Platform Service Provider priorities the wedding planner as per time and execution requirement and communicate such priorities in an equitable manner in order to execute the work in a timely manner.

The Platform Service provider shall give access to the Wedding Planner (User Access) by making available the all the managerial, administrative and technical personnel to execute the agreement may be timely executed.

The Platform Service Provider will train the support staff of wedding planners as and when required to provide platform support to ensure the appropriate services execution

Platform Service Provider shall have the right to monitor the activities with respect to this Agreement and shall inspect in a timely manner and review all the Platform Services

The platform Service provider shall provide with all relevant data and information in a lawful and reasonably requested electronic format, as applicable to an appropriate platform in the Dashboard to enable the Wedding Planner to perform in a timely manner.

The Platform Service Provider has the full power and authority to execute and perform through this terms and conditions and the execution and performance of this Agreement by does not violate any law, agreement, court order, regulation, restriction, or obligation to which is a party or by which it is otherwise bound.

During the continuance of the agreement for the user access, the nature of the user cases in exclusive, non-transferable for the agreed purpose and only for the purposes of performing such business as Wedding planning and execution services.

The Platform Service Provide further reserves the right to suspend for time being for any specific purpose or terminate access to Materials which shall be considered reasonable for the execution the wedding services

All Materials (tangible and intangible) shall remain the exclusive property of Platform Service Provider. The Wedding planner shall have no rights in the Materials or documentation, other than the express User Access granted hereto this agreement. The Wedding planner reserves all the rights shall protect the confidentiality of all information relating to the code, design or logic structure of the Materials provided to by reserves the right to withhold the terminate access or withhold the access for the time being to the Wedding planner.

5) For the Wedding planner

5.1) The term Wedding planner and the User of the Platform services means the same and are interchangeable words in this agreement.

The Wedding planner is and Independent Contractor and shall at all times during the term of this Agreement, be acting and performing hereunder as an independent contractor. shall perform all services required hereunder in good faith and to the best of its abilities, relying on its experience, knowledge, judgment, and techniques.

The Wedding planner understands by reading of this terms and conditions through this agreement that the Platform Services provided by under this Agreement are administrative and technological in nature and that is not providing investment advice, or otherwise acting in an investment advisory capacity in this User Access agreement to the Wedding Planner

5.2) The Wedding Planner will perform its obligations under the agreement in a timely manner. It shall cooperate with and its personnel wherever necessary for the performance of such obligations.

5.2) The Wedding planner shall commit such skill as may be necessary for the proper and efficient performance of its obligations under this Agreement.

5.3) The User has access to the dashboard with the terms and conditions expressly granted for the purpose, having limited license wherever applicable and are non-transferable, having the right to use, display, perform necessary for the use of Platform services and for the execution of the Wedding services as required in this agreement.

5.4) During the term of this Agreement and subject to the terms and conditions the User access is exclusive, non-transferable, royalty-free to use the Materials for business purposes only as mentioned in this agreement and at the various levels of Dashboard access as applicable.

5.5) The Wedding planner guarantees its certificate of registration as Legal Entities to get the User Access. It shall obtain and maintain all necessary regulatory licenses, consents, permissions prior to the registration a wedding Planner and get the User access to operate and execute the business of the Wedding services as contemplated in this agreement in accordance with the terms and conditions.

5.6) The terms set forth in this Agreement are strictly based upon all the information furnished by the User or Wedding planner of the Platform services as accurate and complete. However, if any such information proves to be inaccurate or incomplete in any material (both tangible and intangible) at any time, this Agreement shall be subject to termination or renegotiation with date of commencement and ensure that the renegotiation to the terms and conditions conforms to the actual requirements

5.7) The Wedding planner shall in good faith notify upon the “occurrence of any event” to the Platform service provider through the appropriate mode of communication of which it has actual knowledge and that such event is in all reasonableness likely to disqualify or prevent from performing its duties under this Agreement. There shall be reasonable remedy provided through the renegotiation from new commencement date, unless the occurrence of event is wilful, malicious, unlawful, illegal and violating any Law or regulations of any Regulatory authority

5.8) The Wedding planner shall not in any manner interrupt through any virus, lockup program or device or malicious code including access, disable or impair the Platform Services or any Materials or to the personnel of the Platform Service provider intentionally or unintentionally. It shall not install any Malicious Code or any other program or device which in any manner interferes in the Dashboard access, maintenance and services execution with systems or its use and/or ownership of its software or intellectual property rights and/or restricts from accessing its data files or in any way interferes with the transaction of business of Wedding services.

5.9) The Wedding planner understands that the usage of the platform services in relation to data is strictly for the agreed purpose of providing wedding services, as expressly provided in this agreement and the wedding planner makes no representation on any matter other than the agreed purpose to the third party relating to the Platform service provider’s Brand, tradename and trademark, intellectual property, business activities and any information incidental thereto

5.10) The Wedding planner agrees to indemnify, defend and hold harmless, its officers, directors, employees, agents and affiliates from any Losses arising from violation of any of the following circumstances.

(i) its responsibilities as described in this agreement through the terms and conditions.

(ii) any claims for the use of Materials that infringes, violates or misappropriates, misrepresents any patent, copyright, trademark, trade secret or other proprietary right of any Platform Service provider or any third part or any such legal entities

(iii) the violation of any applicable law, rule, or regulation by, its affiliates and/or their officers, directors, personnel or of its representatives

any act or omission of where any act or omission results in the breach by or its terms and conditions of this agreement and affecting the other Wedding planner from their respective obligations

(v) any act or omission of where any act or omission results in the breach by or its terms and conditions of this agreement and affecting the confidentiality or data protection obligations contained in this Agreement

5.11) These indemnification obligations shall survive termination or expiration of the Agreement.

6) Third party obligation: all the obligations legal, financial and executory in nature towards the third party shall completely belong to the Wedding planner. The wedding planner acknowledges the fact that Planform Services provider is no matter responsible for the third party. Any violation of the terms and conditions of the agreement by the third party as a result of any illegal and wilful act, malicious, negligence, misrepresentation or any omission thereto shall be considered the breach of agreement by the wedding planner

7) Regulation The Wedding planner acknowledges the fact that regulations relating to the privacy of the third-party information and protection of data in the Dashboard is subject to compliances of such law and regulations and the Platform Service provider has adopted policies and procedures that address the administrative, technical and physical safeguards which are reasonably designed to ensure the security and confidentiality of the information, protecting against any anticipated threats or unauthorized access to or use of such information. The wedding planner understands that in this agreement this Agreement, the user access shall not extend to any third parties

8) Confidential Information shall not mean and include any information that

(i) was known to the both the parties at the time it received the information

(ii) or became publicly known through any act or omission of the parties

(iii) was received from a third party without breach of this Agreement

8.1) Each party agrees that with respect to any Confidential Information that is disclosed by the disclosing party to the receiving party that, except as expressly specified in this Agreement, the receiving party of such Confidential Information and shall keep such Confidential Information in strict confidence. Provided that nothing in this agreement shall limit the liability of the Platform service provider to disclose the Confidential Information if such disclosure is

(i) required to be made pursuant to law or regulation, government authority, duly authorized court order

(ii) required to be made to a court or other tribunal in connection with a dispute or the enforcement of such party’s rights under this Agreementrequired to be made to a court or other tribunal in connection with a dispute or the enforcement of such party’s rights under this Agreementrequired to be made to a court or other tribunal in connection with a dispute or the enforcement of such party’s rights under this Agreement

9) Security and Data The Platform provider asserts that it shall use all technologically and commercially reasonable efforts to provide data security and systems security which includes system level access security measures and data-level access security measures.

(i) shall actively maintain security of the private label web pages through a combination of application-level preventative checks and web-site exposure prevention.

(ii) shall use commercially reasonable efforts to ensure that all relevant data on ’s web server or other relevant computer systems relating to the Platform Services provided hereunder are backed up on a regular basis

9.1) The Service Provider (and the Service Provider Personnel) shall comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation, IT Act 2000 and the applicable Rules and the RBI guidelines on Data Protection and Data Localization

9.2) For the purpose of this Agreement, “Data Protection Legislation” means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation): the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder.

9.3) Any other Applicable Law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.

10) Termination

Either Party may terminate this Agreement, effective upon written notice of thirty (30) days to the other Party, if the other Party materially breaches this Agreement. Additionally, if the other Party becomes insolvent or admits inability to pay its debts generally as they become due or becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 (Seven) business days or is not dismissed or vacated within 30 (Thirty) business days after filing or is dissolved or liquidated or takes any corporate action for such purpose or makes a general assignment for the benefit of creditors; or becomes subject to the appointment of a receiver, trustee, custodian or similar agent, by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.1) Effect of Expiration or Termination.

Upon any expiration or termination of this Agreement

(i) The Wedding planner shall promptly deliver to the Platform service provider all the Intellectual Property, data, documents, material, etc., and the Platform service provider shall continue to retain ownership of such Intellectual Property and the data, documents, material etc.,

(ii) the Wedding planner shall provide reasonable cooperation and assistance to the Platform service provider in achieving the requisite requirements as per the termination of this Agreement;

(iii) the wedding planner shall

(a) return to the Platform service provider all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the Platform service provider’s Confidential Information,

b) permanently erase the Platform service provider's Confidential Information from its computer systems and

(c) certify in writing to the Platform service provider that it has complied with the requirements of thisClause;

11) Survival

The rights and obligations of the Parties set forth and any right or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration

12) Legal Process In the event that wedding planner is served with legal notice regarding the breach of the agreement, such receiving party shall provide reasonable reply to the notice and respond to the claims of breach of agreement. The platform service provider reserves all the rights for the legal recourse to set the remedy for such breach. If any part of any Platform Services becomes the subject of a third-party claim or litigation regarding infringement, violation or misappropriation of intellectual property rights the wedding planner shall be solely responsible for the third-party claims

13) Wilful Misconduct For purpose of this Agreement “Wilful Misconduct” shall be defined as a course of action which shows an actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to the safety of others or their property.

14) Governing Law This Agreement shall be governed by and construed in accordance with the laws of India and subject to the Arbitration agreement both parties hereby submit to the exclusive jurisdiction of the courts of Bangalore

14.1) In the event of a dispute, difference or claim between the parties hereto, arising out of this Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the parties shall first endeavour to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to arbitration before a sole arbitrator mutually appointed by the Parties and in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. The seat & venue of arbitration shall be Bangalore and the language to be used in the arbitral proceedings shall be English.

14.2) The arbitration award shall be final and binding on the Parties and the Parties agree to be bound thereby and to act accordingly.

14.3) Each party shall bear its costs of such Arbitration and if there is a third Arbitrator, his costs shall be shared equally by the Parties. When any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this agreement to the extent practicable.

14.4) Neither Party shall be liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by:

(a) acts of God;

(b)epidemic, pandemic (e.g., COVID19), quarantine, flood, fire or explosion;

(c) war, terrorism, invasion, riot or other civil unrest;

(d) embargoes or blockades in effect on or after the date of this Agreement;

(e) national or regional emergency; or

(f) national or regional shortage of adequate power or telecommunications or transportation facilities (each of the foregoing, a “Force Majeure” ), in each case, provided that

(i) such event is outside the reasonable control of the affected Party;

(ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and

(iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 (Thirty) days or more

15) Severability

15.1) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.2) If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.

16) Construction

The parties negotiated this Loan Sourcing Agreement with the aid of counsel and, accordingly, intend this User Access Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the paragraph headings, which are for reference only

This agreement together with the Scope of Works represents the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings (oral and written) with respect to the matters covered herewith. Neither party has entered into this agreement based on representations other than those contained in this agreement.

Trademarks This Agreement does not give either party ownership or other rights or interests in the other party’s trade name or trademarks which rights are hereby expressly reserved to each respective trademark owner. Any use of or its clients’ trademarks under this Agreement shall inure to the benefit of or its clients, respectively, and shall be in accordance with the instructions of, its clients, and their respective branding and use policies then in effect and as may otherwise from time to time instruct. Any such use shall be in accordance with high quality standards and shall not degrade or diminish the good reputation of or its clients. Should request cease use of any such trademarks, shall immediately do so.

Relationship Not Exclusive. The parties acknowledge and agree that, except as expressly provided herein, either party may enter into similar arrangements with other firms and clients. For the avoidance of doubt, shall have the right to continue its investment management and advisory services and develop such other activities independently for both new and existing FQ Clients, and without reference to this Agreement.

Audit Rights.

(i) Security. On a regular basis, testing shall be conducted by a reputable independent third-party recognized in the industry for conducting such testing. shall provide to a copy of the most recent security testing and the most recent third-party data processing audit or review report (e.g., network and system vulnerability/penetration assessment) as conducted by ’s independent external auditors on routine basis (security reports shall be redacted only as necessary to preserve security/confidentiality). agrees to work in good faith with to address/remedy any areas of concern or of noncompliance identified, as mutually agreed upon by the parties, in order for to satisfy its ongoing oversight of its relationship with .

Cancellation and Refund Policy

The cancellation and refund will be entertained only for the leads sourced by planawedding. Ticket has to be raised within 24 hours of buying a lead, we will validate the request before cancelling or refund the money