Merchant wishes to offer discount on its products or services in the form of "Coupons and Deals(s)" which can be redeemed to avail Merchant's goods services at a discounted price, These Coupons and Deals are offered to the public for free at chutkime.com (the "Website" or “Mobile Applications”) Chutkime wishes to show Merchant's Coupons and Deals to General Public at the Website or Mobile Applications, the Merchant being the seller of the goods and the services offers Coupons and Deals on his goods and the services to attract customers, and Chutkime being the projector of their Coupons and Deals the intangible rights contained in the Merchant's Coupons and Deals. Therefore, in consideration of the mutual covenants of the Parties and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:
1. Coupons & Deals Program:
1.1 Coupons and Deals information
Chutkime shall promote the Coupons and Deals per Section 1.2. Merchant is the seller of the goods and services described in Coupons and Deals. The Coupons and Deals itself will be sent to the user electronically. The user will then redeem the Coupons and Deals from Merchant & avails discount.
- Merchant is making the Merchant Offering available pursuant to the Coupons and Deals.
- Merchant's obligations under this Merchant Agreement (and with respect to any Coupons and Deals) are contingent upon the data updated on the Merchant Account provided.
- Delivery of Coupons and Deals: Chutkime may offer the Merchant's Coupons and Deals up to the maximum quantity listed above in a variety of formats: through its feature coupons and deal-of the day, through its various side Coupons and Deals, through its marketplace, or through its affiliate network. All of these formats may be offered to part or Chutkime’s entire subscriber base, or the communities associated with Chutkime’s affiliates. Merchant will be notified prior to any new delivery of deal for final approval.
- Each Coupon and Deal will be subject to no restrictions other than as provided herein. Each Coupon and Deal will expire on the given Expiration Date. Merchant is aware and acknowledges that as per the law Coupon and Deal beyond their stated expiration dates cannot be redeemed, and Merchant agrees to do so (as per applicable law).
- Partial redemptions: It is up to the merchant to honour or dishonour the coupon or deal above and below the specified minimum and maximum purchase values.
- Merchant agrees that in providing the goods/services that are the subject of the Deal, it will not impose any additional charges that contradict the terms set forth on the deal.
- Merchant will comply with the Special Instructions (if any).
1.2 Coupons and Deals Projection
Merchant authorizes Chutkime to project and distribute their coupons & deals, in accordance with this Agreement and subject to the below “terms and conditions” and the restrictions set forth in this Agreement. Merchant acknowledges that Chutkime may terminate the publication or promotion of the Coupons and Deals at any time.
- All users get to pick these coupons and deals at free of cost from the Chutkime Website/Mobile applications.
- Users redeeming these coupons or deals at the store gets to avail mentioned discount (which is mentioned on the coupon or deal) on the merchant offerings.
1.3 Coupons and Deals Publication and Delivery
- Coupons and Deals shall be published on the Website/Mobile applications in accordance with Section 1.1. Chutkime will provide merchant with a merchant dashboard at “chutkime.com/merchant” to update new coupons and deals. Merchant grants to Chutkime a non-exclusive worldwide license and rights to Publish their discount Coupons and Deals.
- Merchant agrees and takes the responsibility to the point that all the fields of coupons and deals such as Discount amount, Minimum and Maximum purchase values, Count of coupons or deals, start date and end dates, and rest of all other fields relating to coupons and deals are dictated solely by Merchant only and is assumed to be held solely responsible for the terms dictated in coupons and deals.
- The last date to which Chutkime publishes the Coupons and Deals to its users shall be the date given by merchant while adding offer.
- Merchant shall be solely responsible for all userservice in connection with the Coupons and Deals and for supplying all goods and services specified in the Coupons and Deals. Chutkime further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Coupons and Deals
- All the created coupons and deals by merchant will go through a primary inspection process (permission), before they are published on to the Chutkime Website/Mobile applications.
- Chutkime reserves the rights to Accept or Reject the created coupons and deals by merchant in the inspection process and only the Accepted coupons and deals will be made available for the visitors/users on the Chutkime Website/Mobile applications.
- Merchant is clearly informed and agreed to the points that all the payments for the merchant offerings, all the coupons and deals redemptions to avail discount on the merchant offerings by chutkime users shall be accepted / made only at the merchant outlet.
- Merchant is clearly informed and agreed to the point that Chutkime.com is only a SAAS (software as a service) mediating platform between merchant and users and so, it doesn’t guarantee any sales to merchant.
- Merchant is clearly informed and agrees to the point that Chutkime.com in no manner (in written) assures the merchant about how many of the acquired coupons by users would turn up for redemption as it is purely dependent on customer’s behaviour.
1.5 Merchant is aware and acknowledges as per the law by virtue of this Agreement that Merchant is solely held responsible in case of outlet is unwilling to apply the offered discount (coupon or deal) or rejects the coupon or deal or offers a lesser discount than that is mentioned on the coupon or deal then the merchant will be imposed a financial penalty for every incident on the grounds of misleading the user. (subject to the terms dictated in coupons and deals by merchant and user redeeming the coupon or deal in validity period) (as per applicable law).
Merchant grants to Chutkime a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Merchant's name, logo and any trademarks ("Merchant Marks") and any photographs, graphics, artwork, text and other content provided or specified by Merchant ("Content") in connection with the marketing, promotion, sale or distribution of Coupon and Deal, in any and all media or formats in which such Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Chutkime Website or mobile applications.
- Redemption Process
Merchant agrees to redeem the Coupons and Deals availed on chutkime website or mobile applications using the redemption code sent by Chutkime to the mobile or digital device of the user. The Merchant shall not request for a physical copy of the Coupon or Deal redemption code and shall honour the digital redemption code.
2. Term and Termination. This Agreement shall continue in effect for the longer of one (1) year following the Effective Date. Chutkime may terminate this Agreement at any time for any reason by giving the Merchant written notice of such termination. The expiration of the Term shall not in any way affect the usage of acquired coupons and deals by users, or Merchant's obligation for redemption of the Voucher.
3. Merchant Representations and Warranties, and Indemnification.
3.1 Merchant represents and warrants throughout the Term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant is registered for sales and service tax collection purposes in all states in which Merchant's goods and services will be provided pursuant to the terms and presentation of the coupons and deals; (c) the coupons and deals, upon being Accepted and delivered by Chutkime shall be available immediately for redemption by the user; (d) the terms and conditions of the coupons and deals, including any discounts or goods and services offered thereunder, comply with all, and do not and will not violate any, local or state law, statute, rule, regulation, or order ("Laws"), including but not limited to, any law and/or regulation governing the use, sale, and/or distribution of alcohol, any Laws governing Coupons and Deals, gift cards, coupons, and/or gift certificates; (e) Merchant owns all right, title and interest in the Marks and Content and has the right to grant the licenses in the Marks and Content stated in this Agreement; (f) the Coupons and Deals and any advertising or promotion of Merchant's products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws; and (g) the Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any Laws.
3.2 Merchant agrees to defend, indemnify and hold Chutkime, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in Section 3.1(b) any claim for sales or service tax obligations ("Taxes") arising from the sale and subsequent redemption of a Coupons and Deals; (c) any claim arising out of a violation of law and/or regulation governing the use, sale, and/or distribution of alcohol; or (d) any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney's fees, related to any action against, or determinations against, Chutkime related to any action to pursue Chutkime for Taxes.
- 4. Compliance with Laws. Merchant further agrees to comply with the coupons and deals terms and conditions as set forth on the Website and mobile applications, and to ensure that the coupons and deals comply with any and all Laws that govern coupons and deals, gift cards, coupons, and/or gift certificates, or any state or local Laws governing the imposition of expiration dates, service charges, or other terms and conditions of the coupons and deals. Merchant shall allow the user to redeem the coupons and deals to avail discount at Merchant store (i.e. discount mentioned on coupon or deal) for the applicable term specified under applicable Laws and shall allow the coupons and deals redemptions as required by applicable Laws.
5. Confidentiality and Intellectual Property Rights.
5.1 The terms of this Agreement are confidential, and Merchant agrees to not disclose the terms described herein to any party (other than its employees, parent companies, and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals). The terms contained herein are confidential between Chutkime and Merchant and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Chutkime for which there will be no adequate remedy at law; and in the event of such breach, Chutkime will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
5.2 Merchant agrees and acknowledges that Chutkime owns all right, title, and interest in the Chutkime website and mobile applications, Chutkime trademarks, and any software, technology or tools used by Chutkime to promote, market, generate, or distribute the Coupons and Dealss (collectively the "Chutkime IP"). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Chutkime website and mobile applications or any portion thereof, or use such Chutkime IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Merchant shall not prepare any derivative work based on the Chutkime IP. Merchant shall not translate, reverse engineer, decompile or disassemble the Chutkime IP.
6. Limitation of Liability.
Except for indemnification obligations here under, in no event shall either party be liable or obligated to the other party or any third party in any manner for any special, incidental, exemplary, consequential, punitive, or indirect damages of any kind regardless of the form of action, whether in contract, tort, negligence, strict product liability. This limitation of liability shall apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.
7. Dispute resolutions and governing law:
In the event of any dispute, or differences arising between the parties hereto relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or rescission thereof, including the rights obligations or liabilities of the parties hereto, the same shall if not amicably settled, shall be conducted in English and the location of arbitration shall be the courts of Hyderabad.
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.
In case If it is brought to the notice and proven that often merchant is involved in false advertising with wrong discounts and causing brand defamation/ breaching the brand chutkime then the merchant will be blocked and penalised with monetary damages (as per applicable law).
Chutkime.com has the right to change/modify/update these above mentioned business points, terms and conditions according to its needs and business requirements, such changes will not be intimated to the merchant, often it is advised to check back website for updated terms and conditions.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CHUTKIME DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE COUPONS AND DEALS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE COUPONS AND DEALS WILL BE CORRECTED, OR THAT COUPONS AND DEALS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.