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Terms and Condition
I. INTRODUCTION
Please read these terms of use (“Terms”) carefully before accessing and/or using the
Platform and/or Service. These Terms govern your rights and obligations (whether as a
guest or a registered user) regarding the access and/or use of AnyGo’s website, mobile
application or any Internet service (including any associated software supplied by
AnyGo) (collectively referred to as “Platform”) under AnyGo’s control or ownership.
These Terms constitute a legally binding agreement between BFIT Technologies Private
Limited (including all its subsidiaries, related and/or associated companies) (these
entities are collectively referred to as “AnyGo”, “we”, “us” or “our”), the proprietor of
all rights in and to the Platform and/or Service, and you, the user of the Platform and/or
Service.
AnyGo is an online platform that provides access to plan and book a variety of fitness
and wellness activities at participating studios (collectively referred to as “Activities”
and the parties providing such Activities are referred to as “Partners”) in their city
(“Service”).
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE
COVENANTS AND PROMISES AGREED UPON, THIS AGGREGATOR VENDOR
PARTICIPATION AGREEMENT WITNESSETH AS UNDER:-
II. DEFINITIONS AND INTERPRETATIONS
1. Definitions
In this Agreement the following terms shall, unless the context otherwise requires, have
the following meanings:
a. Territorymeans the locality or areas in Bangalore in which the vendor partner
is registered and enabled under the AnyGo App to provide Fitness Services.
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b. “Vendor Partner” is a Fitness Centre in the Territory that has registered itself on
the AGF-Partner App and enabled itself to be listed on the AnyGo App. It includes
but is not limited to Gyms, Yoga Centers, Swimming Classes, Zumba classes etc.
c. “App” here means the AnyGo and AGF-Partner platform developed by the
aggregator to run on mobile phone and other multimedia-based Applications. The
definition of App may be edited as specifications of products, version and design
changes from time to time. The Aggregator may at its sole discretion at any time
edit the definition of App by mailing written notice of such changes to the Vendor
Partner. Each change shall become effective ___10___ days following the date
notice is sent to the Vendor Partner.
d. “End User Agreement” is the agreement between the Customer and the
Aggregator wherein the Customer accept terms and condition before the use of the
AnyGo App through their devices for availing the services of the vendor partner
listed on the App;
e. “Affiliate” includes with respect to a particular Party, its officers, directors,
employees, agents, subcontractors, dealers, representatives, permitted successors,
assigns, and subsidiaries.
f. “Competitor” means any Third Party which, by itself or through any of its
Affiliates, is engaged or otherwise participating in any business or other activity
involving the development or providing of similar platforms that compete with
Aggregator’s App.
g. “Confidential Information” means all data and information of a confidential or
proprietary nature, including know-how and trade secrets relating to the business,
the affairs and the App of the Aggregator. Confidential Information may be
communicated orally, in writing or in any other recorded or tangible form. Data
and information shall be considered to be Confidential Information, (a) if a Party
has advised the receiving Party of such confidential nature, or (b) if, due to such
character or nature, a reasonable person in a like position and under like
circumstances as the receiving Party would treat such as secret and confidential.
h. “Marketing Expenses” means the specific direct marketing, promotion and
advertising costs incurred directly on account of the Product, including
promotional materials, professional education, product-related public relations,
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relationships with opinion leaders and professional societies, market research, and
other similar activities related to the Product. Such costs will include both internal
overhead costs (e.g., salaries, benefits, supplies and materials, etc.) and costs of
outside services and expenses (e.g., consultants, agency fees, meeting costs, etc.),
in all cases only to the extent directly applicable to the Product.
i. “Prospective customer” means a potential customer who may be interested in
availing the services listed on AnyGo App.
j. “Aggregator Data” means all data related to the access and use of the AnyGo App
hereunder, including all data related to Users (including User Information), all data
related to the provision of Fitness Services via the AnyGo App, and the User ID.
k. “Device” means any multimedia device which supports the AnyGo App and
includes mobile phones and tabs.
l. “Aggregator Services” means and includes any services provided by the
Aggregator via AnyGo App or AGF-Partner App.
m. “AGF-Partner App” means the mobile application provided by Aggregator that
enables supervised fitness providers and fitness centers to access the Aggregator
Services by listing themselves on the app platform for the purpose of seeking,
receiving and fulfilling on-demand requests for supervised fitness center services
by Users who have registered themselves on the AnyGo App.
n. Vendor Partner ID means the identification and password key assigned by
Aggregator to Vendor Partner that enables Vendor Partner to use and access the
AGF-Partner App.
o. Fitness Servicesmeans Vendor Partner provisions of supervised fitness services
to Users via the Aggregator Services in the Territory using Vendor Partner’s own
or third-party equipment at a Venue.
p. AnyGo Servicesmean AnyGo’s app enabled on-demand services that enable
registered users for obtaining subscriptions that can be used to get services of
Vendor Partners that are providers of supervised fitness services. The AnyGo
services include AnyGo’s software, Mobile Application, websites, payment
services, and related support services systems, as may be updated or modified from
time to time.
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q. “End-User or Usermeans an end user authorized by AnyGo on registration on
the AnyGo mobile application for the purpose of obtaining Fitness Services offered
by Fitness Services providers listed on the AnyGo platform. End-Users are the
customers who register and subscribes to the services listed on the AnyGo App.
r. User Information means information about a User made available to vendor
partner in connection with such User’s request for and use of Fitness Services,
which may include the User’s name, desired location, required Fitness Service,
contact information, photo, etc.;
s. Venue” means a venue that vendor partner uses to provide Fitness Services that:
(a) vendor partner has legal access to; (b) meets the thencurrent Aggregator
requirements for a venue on the AnyGo app for particular Services; and (b)
Aggregator authorizes and approves for vendor partner use for the purpose of
providing Fitness Services (c) At the client’s place;
t. Vendor Device” means a device owned or controlled by Vendor Partner: (a) that
meets the then-current industry standards; and (b) on which the AGF- Partner App
has been installed and vendor partner is registered, recognized and authorized by
Aggregator solely for the purpose of providing Fitness Services.
u. “Session” means a duration of 1 hour for which the services of the vendor partner
are booked by the end users.
2. Interpretations
In this Agreement:
a. Words denoting any gender shall be deemed to include all other genders;
b. Words importing the singular shall include the plural and vice versa, where the
context so requires;
c. The terms “hereof”, “herein”, “hereby”, “hereto” and other derivatives or similar
words, refer to this entire memorandum of understanding or specified clauses of
this agreement, as the case may be;
d. Reference to the term “Section”, “Clause” or “Schedule” shall be a reference to the
specified Section, Clause or Schedule of this Agreement;
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e. Any reference to “writing” includes printing, typing, lithography and other means
of reproducing words in a permanent visible form.
f. The term “directly or indirectly” means directly or indirectly through one or more
intermediary persons or through contractual or other legal arrangements, and
“direct or indirect” shall have correlative meanings;
g. All headings and sub-headings, and use of bold typeface are for convenience only
and shall not affect the construction or interpretation of any provision of this
Agreement;
h. Reference to any legislation or Law or to any provision thereof shall include
references to any such Law as it may, after the Effective Date, from time to time,
be amended, supplemented or re-enacted, and any reference to statutory provision
shall include any subordinate legislation made from time to time under that
provision;
i. Reference to the word “include” or “including” shall be construed without
limitation;
j. Terms defined in this Agreement shall include their correlative terms;
k. Time is of the essence in the performance of the Parties’ respective obligations. If
any time period specified herein is extended by the mutual consent of the Parties,
such extended time shall also be of essence;
l. References to the knowledge, information, belief or awareness of any Person shall
be deemed to include the knowledge, information, belief or awareness of such
Person after examining all information which would be expected or required from
a Person of ordinary prudence;
m. The Parties acknowledge that they and their respective counsel have read and
understood the terms of this Agreement and have participated equally in the
negotiation and drafting. No provisions of this Agreement shall be interpreted in
favour of, or against, any Party by reason of the extent to which such Party or its
counsel participated in the drafting hereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof;
n. All references to this Agreement or any other Document in furtherance of this
agreement shall be deemed to include any amendments or modifications to this
Agreement or the relevant Document, as the case may be, from time to time;
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o. Reference to days, months and years are to calendar days, calendar months and
calendar years, respectively, unless defined otherwise or inconsistent with the
context or meaning thereof; and
p. Any word or phrase defined in the recitals or in the body of this Agreement as
opposed to being defined in Section I(1) shall have the meaning so assigned to it,
unless the contrary is expressly stated or the contrary clearly appears from the
context.
III. SCOPE OF THE AGREEMENT
This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. This agreement applies to the vendor
partner participation with the aggregator for listing of its services on the AnyGo Platform.
Nothing in this Agreement shall be deemed to entitle the Vendor Partner to act as an agent or
on continued employment with the Aggregator or its subsidiaries. The agreement determines
the roles and responsibilities of the aggregator and the vendor partner where in the Vendor
Partner shall be an independent contractor of the Aggregator throughout the subsistence of his
relationship with the Aggregator and this agreement. The agreement is applicable on the vendor
partner, it’s branches, employees, workers, and all the agents working for the vendor partner
or any of vendor partner affiliates.
IV. ROLES AND RESPONSIBILITIES
1. Roles and Responsibilities of the Aggregator
a. Aggregator and the Vendor Partner will work together to identify potential
customers and attract potential and new users.
b. Provide and maintain AnyGo and AGF-Partner App, including Help-desk portal
and e-payment, ____;
c. Provide certain administrative support to the Vendor Partner;
d. Address Customer Complaints;
e. Maintain and update the list of Vendor Partners and their services on AnyGo App
as registered on the AGF-Partner App;
f. Receive subscription fee from the users;
g. Make timely payments to the Vendor Partners;
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h. Make refunds if any to the Users;
i. Maintain customer service for the End Users;
j. Promote and market the AnyGo App;
2. Roles and Responsibility of Vendor Partner
a. Be responsible for End User satisfaction for all the fitness activities used by End
user;
b. Vendor Partner are obliged to make best efforts to allow booked user to use the
facilities;
c. In case any slot/activity is discontinued, partners are required to update on the app
48 hours before hand; and if any user has already booked the slot then the vendor
partner shall cancel the slot once after allowing the booked user to use the fitness
services and the facilities;
d. Vendor Partners, their employees, trainers, etc. have to treat the user with respect
and if any behavioural concerns occur, it needs to be reported to Aggregator for
taking necessary measures.
V. USE OF THE AGGREGATOR SERVICES
1. AGF- Partner and AnyGo IDs. Aggregator will issue Vendor Partner a AGF-
Partner and AnyGo ID to enable Vendor Partner to access and use the AGF- Partner
and AnyGo App on a Device in accordance with this Agreement. Aggregator reserves
the right to potentially deactivate Vendor Partner AGF- Partner and AnyGo ID if
Vendor Partner have not fulfilled any of its duties or is in contravention to the
Agreement. Vendor Partner agree that Vendor Partner will maintain Vendor Partner
AGF- Partner and AnyGo ID in confidence and not share Vendor Partner AGF-
Partner and AnyGo ID with any third party. Vendor Partner will immediately notify
Aggregator of any actual or suspected breach or improper use or disclosure of Vendor
Partner AGF- Partner and AnyGo ID or the AGF- Partner and AnyGo App. The
Vendor Partner needs to show their service as “Studio Active” if the Fitness centre is
available to be booked; while if any slot during the day is not available to be booked,
the Vendor Partner needs to show “Slot unavailable”.
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2. Provision of Fitness Services. When the AGF- Partner and AnyGo App is active,
User requests for Fitness Services may appear to Vendor Partner via the AGF- Partner
and AnyGo App if Vendor Partner are available and in the vicinity of the User. If a
user books the Vendor Partner Service, the Aggregator Services will provide Vendor
Partner with certain User Information via the AGF- Partner and AnyGo App,
including the User’s first name, time and location desired. It is recommended that
Vendor Partner wait at least ten (10 to 15) minutes for a User to show up at the agreed
Venue where the Fitness Services will be rendered. Vendor Partner will obtain the
request from the User through the AGF- Partner and AnyGo App. Vendor Partner
acknowledge and agree that once a User’s request for Fitness Services is received,
Aggregator’s mobile application may provide certain information about Vendor
Partner to the User, including Vendor Partner first name, photo and the photos of
fitness Centre, Venue, Location, Address, Contact information, activities and facilities
available etc. Vendor Partner shall not contact any Users for any reason except for the
purposes of fulfilling Fitness Services. As between Aggregator and Vendor Partner,
Vendor Partner acknowledge and agree that: (a) Vendor Partner shall be solely
responsible for determining the most effective, efficient and safe manner to perform
each instance of Fitness Services; and (b) except for the Aggregator Services or any
Aggregator devices (if applicable), Vendor Partner shall provide all necessary
equipment, tools and other materials, at Vendor Partner own expense, necessary to
perform the Fitness Services.
3. Vendor Partner Relationship with Users. Vendor Partner acknowledge and agree
that Vendor Partner provision of Fitness Services to Users creates a direct business
relationship between Vendor Partner and the User. Aggregator is not responsible or
liable for the actions or inactions of a User in relation to Vendor Partner activities or
Vendor Partner Venue. Vendor Partner shall have the sole responsibility for any
obligations or liabilities to Users or third parties that arise from Vendor Partner
provision of Fitness Services. Vendor Partner acknowledge and agree that Vendor
Partner are solely responsible for taking such precautions as may be reasonable and
proper (including maintaining adequate insurance that meets the requirements of all
applicable laws) regarding any acts or omissions of a User or third party. Vendor
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Partner acknowledge and agree that Aggregator may release Vendor Partner contact
and/or insurance information to a User upon such User’s reasonable request. Vendor
Partner acknowledge and agree that, unless specifically consented to by a User,
Vendor Partner may not provide Fitness Services other than a User and any individuals
authorized by such User, during the performance of Fitness Services for such User.
Vendor Partner acknowledge and agree that all Users should be provided with the
Fitness Services at the agreed Venue, as directed by the applicable User, without
unauthorized interruption.
4. Vendor Partner Relationship with Aggregator. Vendor Partner acknowledge and
agree that Aggregator’s provision to Vendor Partner of the AGF- Partner and AnyGo
App and the Aggregator Services creates a direct business relationship between
Aggregator and Vendor Partner. Aggregator does not, and shall not be deemed to,
direct or control Vendor Partner generally or in Vendor Partner performance under
this Agreement specifically, including in connection with Vendor Partner provision
of Fitness Services, Vendor Partner acts or omissions, or Vendor Partner operation
and maintenance of the Venue or the relationship with any third-party Venue provider.
Vendor Partner retain the sole right to determine when and for how long Vendor
Partner will utilize the AGF- Partner and AnyGo App or the Aggregator Services. If
the Studio is marked as active and slot is marked as available, Vendor Partner does
not have any option, via the AGF- Partner and AnyGo App, to attempt to decline or
ignore a User’s request for Fitness Services via the Aggregator Services, or to cancel
an accepted request for Fitness Services via the AGF- Partner and AnyGo App, subject
to Aggregator’s then -current cancellation policies. Vendor Partner acknowledge and
agree that Vendor Partner have complete discretion to provide services or otherwise
engage in other business or employment activities. For the sake of clarity, Vendor
Partner understand that Vendor Partner retain the complete right to; (i) use other
software application services in addition to the Aggregator Services; and (ii) engage
in any other occupation or business. Aggregator retains the right to, at any time at
Aggregator’s sole discretion, deactivate or otherwise restrict Vendor Partner from
accessing or using the AGF- Partner and AnyGo App or the Aggregator Services in
the event of a violation of this Agreement, Vendor Partner disparagement of
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Aggregator or any of its Affiliates, Vendor Partner act or omission that causes harm
to Aggregator’s or its Affiliates’ brand, reputation or business as determined by
Aggregator in its sole discretion, or for any other reason at the reasonable discretion
of Aggregator.
5. Location Based Services. Vendor Partner acknowledge and agree that Vendor
Partner geolocation information must be provided to the Aggregator via a Device in
order to provide Fitness Services. Vendor Partner acknowledge and agree that: (a)
Vendor Partner geolocation information will be monitored and tracked by the
Aggregator Services when Vendor Partner are logged into the AGF- Partner and
AnyGo App and available to receive requests for Fitness Services or when Vendor
Partner are providing Fitness Services; and (b) the exact location of the Venue may
be displayed to the User before and/or during the provision of Fitness Services to such
User. In addition, the Aggregator and its Affiliates may monitor, track and share
Vendor Partner geolocation information obtained by the AGF- Partner and AnyGo
App for their technical, marketing and commercial purposes, including to provide and
improve their products and services.
VI. VENDOR PARTNER AND VENDOR PARTNER VENUE
1. Vendor Partner Requirements. Vendor Partner acknowledge and agree that at all
times, Vendor Partner shall: (a) hold and maintain (i) valid and appropriate level of
certifications to provide the Fitness Services provided to a User, and (ii) all licenses,
permits, approvals and authority applicable to Vendor Partner that are necessary to
provide supervised fitness services to users in the Territory; (b) possess the
appropriate and current level of training, expertise and experience to provide Fitness
Services in a professional manner with due skill, care and diligence; and (c) maintain
high standards of professionalism, service and courtesy. Vendor Partner acknowledge
and agree that Vendor Partner may be subject to certain background and criminal
record checks from time to time in order to qualify to provide, and remain eligible to
provide, Fitness Services. Vendor Partner acknowledge and agree that Aggregator
reserves the right, at any time in Aggregator’s sole discretion, to deactivate or
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otherwise restrict Vendor Partner from accessing or using the AGF- Partner and
AnyGo App or the Aggregator Services if Vendor Partner fail to meet the
requirements set forth in this Agreement.
2. Venue Requirements. Vendor Partner acknowledge and agree that Vendor Partner
Venue shall at all times be: (a) properly registered and licensed to operate as a
supervised fitness venue in the Territory; (b) owned, leased by Vendor Partner, or
otherwise licensed for Vendor Partner to use for such purposes; (c) suitable for
performing the supervised fitness services contemplated by this Agreement; and (d)
maintained in good operating condition, consistent with industry safety and
maintenance standards for a Venue of its kind and any additional standards or
requirements in the applicable Territory, and in a clean and sanitary condition.
3. Documentation. The Vendor Partner shall maintain all such licenses, permits,
approvals as may be required for providing such fitness service. Vendor Partner’s
failure to maintain any of the foregoing shall constitute a material breach of this
Agreement. Aggregator shall not be liable for any breach of law or legal compliance
that the Vendor Partner needs to fulfil in order to provide such Fitness services.
VII. FINANCIAL TERMS
1. Vendor Partner Fee Calculation and Vendor Partner Payment. Vendor Partner are
entitled to be paid a fee for each session of completed Fitness Services provided to a
User that are obtained via the Aggregator Services (“Fee”), where such Fee is calculated
based upon an agreed fee amount, which may be changed by mutual consent and
agreement in writing between Vendor Partner and the Aggregator from time to time for
the applicable Territory (“Fee Calculation Schedule”). When a User visits the Venue
for using the services booked for, the User needs to be Verified through the inbuilt
functionality of the App, after which the User should be allowed to access the service.
The payment to the Vendor Partner shall be done only for the use of services by the
users verified at the venue through the App. The Aggregator is not liable to pay to the
Vendor Partner for allowing use of any service without verification to any user for
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reasons whatsoever. Vendor Partner are not entitled to charge User for any other taxes
or fees incurred during the provision of Fitness Services. Vendor Partner: (i) appoint
Aggregator as Vendor Partner limited payment collection agent solely for the purpose
of accepting the Fee, depending on the region and/or if requested by Vendor Partner,
applicable taxes and fees from the User on Vendor Partner behalf via the payment
processing functionality facilitated by the Aggregator Services; and (ii) agree that
payment made by User to Aggregator shall be considered the same as payment made
directly by User to Vendor Partner. Aggregator agrees to remit to Vendor Partner on a
monthly basis. If Vendor Partner and Aggregator have separately agreed, Aggregator
may deduct other amounts from the Fee prior to remittance to Vendor Partner (e.g.
____)
2. Changes to Fee Calculation. Aggregator reserves the right to change the Fee
Calculation at any time in Aggregator’s discretion based upon local market factors,
and Aggregator will provide Vendor Partner with notice in the event of such change
that would result in a change in the Fee for each instance of completed Fitness
Services. Continued use of the Aggregator Services after any such change in the Fee
Calculation shall constitute Vendor Partner consent to such change.
3. Fee Adjustment. Aggregator reserves the right to: (i) adjust the Fee for a particular
instance of Fitness Services (e.g., inefficient service rendering, Vendor Partner fail to
properly end a particular instance of Fitness Services as booked by a user in the
AnyGo App, etc.); or (ii) cancel the Fee for a particular instance of Fitness Services
(e.g., User is charged for Fitness Services that were not provided, in the event of a
User complaint, fraud, etc.). Aggregator’s decision to reduce or cancel the Fee in any
such manner shall be exercised in a reasonable manner.
4. Cancellation Charges. Vendor Partner acknowledges and agrees that Users may elect
to cancel requests for Fitness Services via the AnyGo App up to 1 hours prior to the
slot booked for the Fitness Service. In the event that a User cancels a request for
Fitness Services, Aggregator is not liable to pay any fee to the Vendor Partner for such
cancelled request for service. In the event that the Vendor Partner is unable to provide
the services to the booked User for any reason, whatsoever, the Aggregator shall deny
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fee payment for such session to the Vendor Partner. The Vendor Partner may make a
request to the Aggregator specifying the reasons including but not limited to technical
failure, power cut, personal emergency, etc., upon which the Aggregator at its sole
discretion shall decide whether the fee cancelation is to be excused or not. The Vendor
may pay, but is not liable to pay fee for such session wherein the User was not able to
access the Aggregator Partner booked services.
5. Receipts. As part of the Aggregator Services, Aggregator provides Vendor Partner a
system for the delivery of receipts to Users for Fitness Services rendered. Upon
Vendor Partner completion of Fitness Services for a User, Aggregator prepares an
applicable receipt and issues such receipt to the User via AnyGo APP on Vendor
Partner behalf. Such receipts are also provided to Vendor Partner via AGF-Partner
app. Receipts include the breakdown of amounts charged to the User for Fitness
Services and may include specific information about Vendor Partner, including
Vendor Partner name, contact information and photo, as well as the Venue. Any
corrections to a User’s receipt for Fitness Services must be submitted to Aggregator
in writing within three (3) business days after the completion of such Fitness Services.
Absent such a notice, Aggregator shall not be liable for any mistakes in or corrections
to the receipt or for recalculation or disbursement of the Fee.
6. No Additional Amounts. Vendor Partner acknowledge and agree that, for the mutual
benefit of the parties, through advertising and marketing, Aggregator and its Affiliates
may seek to attract prospective users and new Users to Aggregator and to increase
existing Users’ use of Aggregator’s App. Vendor Partner and Aggregator
acknowledge and agree such advertising or marketing does not entitle Vendor Partner
to any additional monetary amounts beyond the amounts expressly set forth in this
Agreement.
7. Taxes. Vendor Partner acknowledge and agree that Vendor Partner are responsible
for collecting and remitting all applicable gross receipts, sales and use, excise or any
other transaction tax on the provision of Fitness Services.
8. Payment Date: Payment shall be made to Vendor Partner’s account before 5
th
day of
every month.
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9. Revision of charges. Aggregator has the right to revise the rate by mutual consent
with Vendor Partners.
VIII. DISASSOCIATION
Vendor Partners can dissociate their services with the Aggregator by informing the Aggregator
their intention to do so, 48 hours before their dissociation. Any booking made by a user shall
be allowed to be completed. The aggregator reserves the rights to disassociate from the vendor
partner and delisting their services by informing them 48 hours before bringing the dissociation
into effect; thereupon after the full and final settlement of accounts the disassociation shall be
done.
IX. REVISION OF RATES
Aggregator reserves the right to revise the rates and fee fixed for services and the commission
to be paid at any point of time. Any such change will be informed to vendor partners in advance.
In case of conflict or dissatisfaction of the vendor partners, the parties must resort to resolving
the issue by negotiation. Notwithstanding the above negotiation, if the parties fail to negotiate
or fail to agree to the rates fixed by Aggregator, the vendor partner shall be free to discontinue
and dissociate themselves from the App and discontinue to do business with Aggregator.
X. MODE OF OPERATION
Aggregator has the right to change the mode of operation based on the user requirement and
business opportunity which shall be informed to the partner before bringing the change into
effect.
XI. RATING
Users shall be rating the facilities of the vendor partner which will be used and displayed in
public forum on the AnyGo apps to give better service to customers and also to give feedback
to partners in order to improve their facilities
1. Vendor Partner acknowledges and agrees that: (a) after receiving Fitness Services, a
User will be rating the services and giving feedbacks;
2. Vendor Partner acknowledges that Aggregator desires that Users have access to the
highest quality services prompted by AnyGo’s application and thus, provide for a
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rating of vendor partner and such Fitness Services and, optionally, to provide
comments or feedback about vendor partner and such Fitness Services; and
3. Aggregator and its Affiliates reserve the right to use, share and display Vendor Partner
User ratings and comments in any manner in connection with the business of
Aggregator and its Affiliates without attribution to Vendor Partner or Vendor
Partner’s approval. Vendor Partner acknowledges and agrees that Aggregator and its
Affiliates are distributors (without any obligation to verify) and not publishers of User
ratings and comments, provided that Aggregator and its Affiliates reserve the right to
edit or remove comments in the event that such comments include obscenities or other
objectionable content, include an individual’s name or other personal information, or
violate any privacy laws, other applicable laws, or Aggregator’s or its Affiliates’
content policies.
XII. NEW FITNESS ACTIVITIES
Vendor Partner can add new activity any time as their fitness services by making a request via
the AGF-Partner App. Aggregator shall then approve the fitness service requested to be added
and then after mutually deciding the rate per session for the new activity, the activity shall be
listed on the AnyGo App to be booked by the users.
XIII. RESOLVING OF CUSTOMER ISSUES
In case of any dissatisfaction or complaints/query from the users, the vendor partner can
directly be contacted, or users may even write to the Aggregator to help to resolve the issue.
However, the final call shall be taken by the Aggregator after discussing with the Vendor
partner. Any refund of fee, etc, shall consequently be adjusted from Vendor Partners fee.
XIV. PROPRIETARY RIGHTS; LICENSE
1. License Grant: Subject to the terms and conditions of this Agreement, Aggregator
hereby grants Vendor Partner a non-exclusive, non-transferable, non-sublicensable,
non-assignable license, during the term of this Agreement, to use the Aggregator
Services (including the AnyGo and AGF-Partner platform on a Device) solely for the
purpose of providing Fitness Services to Users and tracking resulting Fees. All rights
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not expressly granted to Vendor Partner are reserved by Aggregator, its Affiliates and
their respective licensors.
2. Restrictions. Vendor Partner shall not, and shall not allow any other party to: (a)
license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or
make available to any other party the Aggregator Services, AnyGo or AGF-Partner
App in any way; (b) modify or make derivative works based upon the Aggregator
Services or ADF-Parner and AnyGo App; (c) improperly use the Aggregator Services
or AGF-Partner or AnyGo App, including creating Internet “links” to any part of the
Aggregator Services or AGF-Partner or AnyGo App, “framing” or “mirroring” any
part of the Aggregator Services or AGF-Partner or AnyGo on any other websites or
systems, or “scraping” or otherwise improperly obtaining data from the Aggregator
Services or AGF-Partner or AnyGo App; (d) reverse engineer, decompile, modify, or
disassemble the Aggregator Services or AGF-Partner or AnyGo App, except as
allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited
messages. In addition, Vendor Partner shall not, and shall not allow any other party
to, access or use the Aggregator Services or AGF-Partner or AnyGo App to: (i) design
or develop a competitive or substantially similar App, product or service; (ii) copy or
extract any features, functionality, or content thereof; (iii) launch or cause to be
launched on or in connection with the Aggregator Services an automated program or
script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or
any program which may make multiple server requests per second, or unduly burden
or hinder the operation and/or performance of the Aggregator Services; or (iv) attempt
to gain unauthorized access to the Aggregator Services or its related systems or
networks.
3. Ownership. The Aggregator Services, AGF-Partner App and Aggregator Data,
including all intellectual property rights therein, are and shall remain (as between
Vendor Partner and Aggregator) the property of Aggregator, its Affiliates or their
respective licensors. Neither this Agreement nor Vendor Partner use of the Aggregator
Services, AGF-Partner or AnyGo App or Aggregator Data conveys or grants to
Vendor Partner any rights: (a) in or related to the Aggregator Services, AGF-Partner
or AnyGo App or Aggregator Data, except for the limited license granted above; or
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(b) to use or reference in any manner Aggregator’s, its Affiliates’, or their respective
licensors’ Aggregator names, logos, product and service names, trademarks, services
marks or other indicia of ownership.
XV. CONFIDENTIALITY
1. Each party acknowledges and agrees that in the performance of this Agreement it may
have access to or may be exposed to, directly or indirectly, confidential information
of the other party. Confidential Information includes Aggregator Data, AGF-Partner
or AnyGo IDs, User Information, and the transaction volume, marketing and business
plans, business, financial, technical, operational and such other non-public
information of each party that such party designates as being proprietary or
confidential or of which the other party should reasonably know that it should be
treated as confidential.
2. Each party acknowledges and agrees that: (a) all Confidential Information shall
remain the exclusive property of the disclosing party; (b) it shall not use Confidential
Information of the other party for any purpose except in furtherance of this
Agreement; (c) it shall not disclose Confidential Information of the other party to any
third party, except to its employees, officers, contractors, agents and service providers
(“Permitted Persons”) as necessary to perform under this Agreement, provided
Permitted Persons are bound in writing to obligations of confidentiality and nonuse
no less protective than the terms hereof; and (d) it shall return or destroy all
Confidential Information of the disclosing party, upon the termination of this
Agreement or at the request of the other party (subject to applicable law and, with
respect to Aggregator, its internal recordkeeping requirements).
3. Notwithstanding the foregoing, Confidential Information shall not include any
information to the extent it: (a) is or becomes part of the public domain through no act
or omission on the part of the receiving party; (b) was possessed by the receiving party
prior to the date of this Agreement without an obligation of confidentiality; (c) is
disclosed to the receiving party by a third party having no obligation of confidentiality
with respect thereto; or (d) is required to be disclosed pursuant to law, court order,
subpoena or governmental authority, provided the receiving party notifies the
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disclosing party thereof and provides the disclosing party a reasonable opportunity to
contest or limit such required disclosure.
XVI. PRIVACY
1. Disclosure of Vendor Partner Information. Subject to applicable law and regulation,
Aggregator and its Affiliates may, but shall not be required to, provide to Vendor
Partner, a User, an insurance Aggregator and/or relevant authorities and/or regulatory
agencies any information (including personal information (e.g., information obtained
about Vendor Partner through any background check) and any Aggregator Data) about
Vendor Partner or any Fitness Services provided hereunder if: (a) there is a complaint,
dispute or conflict, including an accident, between Vendor Partner and a User; (b) it
is necessary to enforce the terms of this Agreement; (c) it is required, in Aggregator’s
or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g.,
Aggregator or its Affiliates receive a subpoena, warrant, or other legal process for
information); or (d) it is necessary, in Aggregator’s or any Affiliate’s sole discretion,
to protect the safety, rights, property or security of Aggregator or its Affiliates, the
Aggregator Services or any third party; to protect the safety of the public for any
reason; to detect, prevent or otherwise address fraud, security or technical issues;
and/or to prevent or stop activity Aggregator or its Affiliates, in their sole discretion,
may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable
activity).
2. Information provided by Vendor Partner and collected about Vendor Partner may be
transferred or accessed by Aggregator and its Affiliates around the world, including
in jurisdictions that may have less protective privacy laws than Vendor Partner
country. Vendor Partner expressly consent to Aggregator’s and its Affiliates’ use of
location-based services and Vendor Partner expressly waive and release Aggregator
and its Affiliates from any and all liability, claims, causes of action or damages arising
from Vendor Partner use of the Aggregator Services, or in any way relating to the use
of the geo-location and other location-based services.
3. Aggregator and its Affiliates may collect Vendor Partner personal data during the
course of Vendor Partner application for, and use of, the Aggregator Services, which
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information may be stored, processed, and accessed by Aggregator and its Affiliates
for business purposes, including for marketing, lead generation, service development
and improvement, analytics, industry and market research, and such other purposes
consistent with Aggregator’s and its Affiliates’ legitimate business needs. Vendor
Partner expressly consent to such use of personal data.
XVII. INSURANCE
Vendor Partner may maintain during the term of this Agreement insurance related to Vendor
Partner provision of Fitness Services, provided that Aggregator and its Affiliates are not
required to provide Vendor Partner with any specific insurance coverage for any loss to Vendor
Partner, the User or Vendor Partner Venue. Vendor Partner are required to promptly notify
Aggregator of any accidents that occur while providing Fitness Services and to cooperate and
provide all necessary information related thereto.
XVIII. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
1. By Vendor Partner. Vendor Partner hereby represent and warrant that: (a) Vendor
Partner have full power and authority to enter into this Agreement and perform Vendor
Partner obligations hereunder; (b) Vendor Partner have not entered into, and during
the term will not enter into, any agreement that would prevent Vendor Partner from
complying with this Agreement; and (c) Vendor Partner will comply with all
applicable laws in Vendor Partner performance of this Agreement, including holding
and complying with all permits, licenses, registrations and other governmental
authorizations necessary to provide (i) Fitness Services using the Venues pursuant to
this Agreement, and (ii) supervised fitness services to third parties in the Territory
generally.
2. Disclaimer of Warranties. Aggregator and its affiliates provide, and Vendor Partner
accept, the Aggregator services, AGF- Partner and AnyGo app and the Aggregator
devices on an “as is” and “as available” basis. Aggregator and its affiliates do not
represent, warrant or guarantee that Vendor Partner access to or use of the Aggregator
services, AGF- Partner and AnyGo app or the Aggregator devices: (a) will be
uninterrupted or error free; or (b) will result in any requests for supervised fitness
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services. Aggregator and its affiliates function as an ondemand lead generation and
related service only and make no representations, warranties or guarantees as to the
actions or inactions of the users who may request or receive supervised fitness services
from Vendor Partner, and Aggregator and its affiliates do not screen or otherwise
evaluate users. By using the Aggregator services and AGF- Partner and AnyGo app,
Vendor Partner acknowledge and agree that Vendor Partner may be introduced to a
third party that may pose harm or risk to Vendor Partner or other third parties. Vendor
Partner are advised to take reasonable precautions with respect to interactions with
third parties encountered in connection with the use of the Aggregator services or
AGF- Partner and AnyGo app. Notwithstanding Aggregator’s appointment as the
limited payment collection agent of Vendor Partner for the purpose of accepting
payment from users on Vendor Partner behalf, Aggregator and its affiliates expressly
disclaim all liability for any act or omission of Vendor Partner, any user or other third
party.
3. No service guarantee. Aggregator and its affiliates do not guarantee the availability
or uptime of the Aggregator services or AGF- Partner and AnyGo app. Vendor Partner
acknowledge and agree that the Aggregator services or AGF- Partner and AnyGo app
may be unavailable at any time and for any reason (e.g., due to scheduled maintenance
or network failure). Further, the Aggregator services or AGF- Partner and AnyGo app
may be subject to limitations, delays, and other problems inherent in the use of the
internet and electronic communications, and Aggregator and its affiliates are not
responsible for any delays, delivery failures, or other damages, liabilities or losses
resulting from such problems.
XIX. INDEMNIFICATION
Vendor Partner shall indemnify, defend (at Aggregator’s option) and hold harmless Aggregator
and its affiliates and their respective officers, directors, employees, agents, successors and
assigns from and against any and all liabilities, expenses (including legal fees), damages,
penalties, fines, social contributions and taxes arising out of or related to: (a) Vendor Partner
breach of Vendor Partner representations, warranties or obligations under this agreement; or
(b) a claim by a third party (including users, regulators and governmental authorities) directly
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or indirectly related to Vendor Partner provision of fitness services or use of the Aggregator
services.
XX.LIMITS OF LIABILITY
Aggregator and its affiliates shall not be liable under or related to this agreement for any of the
following, whether based on contract, tort or any other legal theory, even if a party has been
advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary,
consequential, or other indirect damages of any type or kind; or (ii) Vendor Partner or any third
party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use
or other economic advantage. Except for Aggregator’s obligations to pay amounts due to
Vendor Partner, and subject to any limitations or other provisions contained in this agreement
which are applicable thereto, in no event shall the liability of Aggregator or its affiliates under
this agreement exceed the amount due as fee.
XXI. TERM AND TERMINATION
1. Term. This agreement shall be initially valid for 6 months from the date of signing
this agreement Partner and shall continue until terminated as set forth herein.
Thereafter, the agreement can be renewed subsequently by mutual consent of both the
parties or same or amended terms.
2. Termination. Either party may terminate this Agreement: (a) without cause at any
time upon seven (7) days prior written notice to the other party; (b) immediately,
without notice, for the other party’s material breach of this Agreement; or (c)
immediately, without notice, in the event of the insolvency or bankruptcy of the other
party, or upon the other party’s filing or submission of request for suspension of
payment (or similar action or event) against the terminating party. In addition,
Aggregator may terminate this Agreement or deactivate Vendor Partner AGF- Partner
and AnyGo ID immediately, without notice, with respect to Vendor Partner in the
event Vendor Partner no longer qualify, under applicable law or the standards and
policies of Aggregator and its Affiliates, to provide Fitness Services or to utilise the
Venue, or as otherwise set forth in this Agreement.
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3. Effect of Termination. Upon termination of the Agreement, Vendor Partner shall: (a)
promptly return to Aggregator all Aggregator Provided Advertisement and affiliation
showing material if any; and (b) immediately delete and fully remove the AGF-
Partner and AnyGo App from any of Vendor Partner Devices. Outstanding payment
obligations shall survive the termination of this Agreement.
XXII. BREACH OF AGREEMENT
Aggregator reserves the right to terminate the agreement with the Vendor Partner in case the
Vendor Partner fails to provide the services successfully as mentioned in the agreement, or
violates any of the clause mentioned in this agreement, or exploits the users/customers or
misuses the partnership with aggregator in any way.
XXIII. NOTICES
Any notices shall be deemed given when forwarded by or notified by either Party to the other
in writing or by email.
XXIV. SEVERABILITY
The unenforceability or invalidity of any part of this Agreement will not affect the
enforceability or validity of any remaining part.
XXV. ENTIRE AGREEMENT
This Agreement, including the Annexes set forth below, constitutes the entire agreement
between the parties with respect to the contemplated relationship and supersedes all previous
negotiations, proposals, commitments, writings, agreements, understandings of any nature
whatsoever and any terms contained in any Order.
XXVI. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of India.
XXVII. DISPUTE RESOLUTION
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If a party believes that there is a dispute concerning this Agreement, that party will promptly
notify the other party giving details of the dispute. The dispute shall be resolved inter se
between the parties amicably with 5 working days from the date of notice of dispute sent to the
other party. In case such dispute cannot be resolved amicably, then it shall be resolved through
arbitration, in accordance with the Indian Arbitration and Conciliation Act, 1996. The seat for
the Arbitration proceedings shall be Bangalore, India. The substantive and procedural laws of
India shall govern the Arbitration proceeding. The arbitration shall be referred to a sole
arbitrator, appointed by mutual consent of both the Parties. The proceedings of arbitration
shall be in English language only. The rules of procedure governing the arbitration proceedings
shall be determined by the Arbitrator, in accordance with the provisions of the Arbitration and
Conciliation Act, 1996. The Arbitrator's award shall be substantiated in writing. The arbitral
tribunal shall also decide upon the costs of the arbitration procedure. The parties hereto shall
submit to the Arbitrator's award and the award shall be enforceable in any competent court of
law.
XXVIII. MISCELLANEOUS TERMS
1. Modification. The obligation of the Aggregator and Vendor Partner have been
outlined in this agreement. However, during the operation of the agreement,
circumstances may arise which call for alteration or modifications of this Agreement.
Thereupon, the Aggregator reserves the right to update or modify the terms of this
Agreement at any time, with any such changes to be effective prospectively. If the
alterations do not constitute a material change, AnyGo will announce the change in
the App via a hyperlink or other reasonable means. What constitutes a “material
change” will be determined in Aggregator’s sole discretion, in good faith and using
common sense and reasonable judgment. If the modified Agreement is not acceptable
to Vendor Partner, the only recourse is to discontinue the use of the App and all of the
Materials. Any material change will be brought to notice of the Vendor Partners in
writing or by email and will be mutually discussed with and agreed upon in writing
before bringing it to force. Modified terms and conditions shall be effective upon
publishing an updated version of this Agreement on the portal available to Vendor
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Partner on the AGF-Partner App or other Aggregator Services. Aggregator reserves
the right to modify any functionality or version of the app, information referenced at
hyperlinks from this Agreement from time to time. Vendor Partner hereby
acknowledge and agree that, by using the Aggregator Services, or downloading,
installing or using the AGF- Partner and AnyGo App, Vendor Partner are bound by
any future amendments and additions to this Agreement, information referenced at
hyperlinks herein, or documents incorporated herein, including with respect to Fee
Calculations. Continued use of the Aggregator Services or AGF- Partner and AnyGo
App after any such changes shall constitute Vendor Partner consent to such changes.
2. Supplemental Terms. Supplemental terms may apply to Vendor Partner for use of
the Aggregator Services, such as use policies or terms related to certain features and
functionality, which may be modified from time to time (“Supplemental Terms”).
Vendor Partner may be presented with certain Supplemental Terms from time to time.
Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement.
Supplemental Terms shall prevail over this Agreement in the event of a conflict.