2. The Partner Merchant acknowledges the fact that ‘The Funky Indian’ is a Rewards Program administered by MnP Business Ventures and ‘TFI Rewards’ is the service provided by MnP Business Ventures to its subscribers (hereinafter called “the TFI Rewards members”).
3. The Partner Merchant has agreed with MnP Business Ventures to provide the TFI Rewards members the agreed-upon Promotional Offers under the agreement done between the two parties (i.e. between “The Partner Merchant” & “MnP Business Ventures”).
4. The Partner Merchant acknowledges that a person, who in his/her name holds TFI Rewards membership card provided by MnP Business Ventures, is a TFI Rewards member and is eligible to redeem the agreed-upon promotional offers any number of times up to the last date of offer deadline.
5. MnP Business Ventures shall advertise the promotional offer. The Partner Merchant is the seller of the goods and services described in promotional offer. The Promotional offer itself will be sent to the TFI Rewards members either electronically or can be updated at the rewards program website – http://www.thefunkyindian.com. The TFI Rewards member will then redeem the promotional offer from the Merchant.
6. Delivery of the Promotional Offer: MnP Business Ventures may offer the Partner Merchant's promotional offer to TFI Rewards members up to the last day of the Offer Deadline in a variety of formats: through its features- ‘deal of the day’ and ‘new & trending’, through its various side deals, through its marketplace, through its rewards program website- http://www.thefunkyindian.com, or through its affiliate network. All of these formats may be offered to part or all of the TFI Rewards members, or the communities associated with MnP Business Ventures' affiliates.
7. Each Promotional Offer will be subject to no restrictions other than as provided herein. Each Promotional Offer will expire on the Offer Deadline. However, after the Offer Deadline, the Partner Merchant shall, for the amount of time required by applicable law: (1) continue to allow unredeemed promotional offers to be redeemed for the product or service specified on the Promotional Offer or (2) allow the Promotional Offer to be redeemed to purchase goods or services from the Partner Merchant for up to the amount paid for the Promotional Offer. Merchant is aware and acknowledges that the law may require the Partner Merchant to redeem Promotional Offer beyond their stated expiration dates, and Merchant agrees to do so (to the extent applicable law requires).
8. The Partner Merchant agrees that in providing the goods/services that are the subject of the agreed-upon Promotional Offer, it will not impose any extra or additional fees or charges that contradict the terms set forth on the Promotional Offer.
9. Promotional Offer Sale: The Partner Merchant authorizes MnP Business Ventures to offer, sell and distribute the Promotional Offers, in accordance with this Agreement and subject to the ”Terms & Conditions for the Partner Merchants” located at the rewards program website- http://www.thefunkyindian.com and the restrictions set forth in this Agreement. The Partner Merchant acknowledges that MnP Business Ventures may terminate the publication or promotion of the Promotional Offer at any time.
10. Promotional Offer Publication and Delivery: Promotional Offers shall be published on the rewards program website- http://www.thefunkyindian.com in accordance with above sections. MnP Business Ventures will offer the Promotional Offers to TFI Rewards members on dates in its discretion. Once a Promotional Offer is published, the Partner Merchant shall be solely responsible for all customer service in connection with the Promotional Offer and for supplying all goods and services specified in the Promotional Offer. MnP Business Ventures further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Promotional Offer and to require the Partner Merchant to edit or modify the same for any reason, including, without limitation, to conform the Promotional Offer to MnP Business Ventures specifications or applicable Laws.
11. Untimely/Premature Promotional Offer Removal: In any circumstance, if the Partner Merchant decides to pull out its promotional offer before the Offer Deadline agreed, the Partner Merchant shall notify MnP Business Ventures 90 working days prior the date of removal of promotional offer by sending an e-mail to- firstname.lastname@example.org and also by sending a written notice to MnP Business Ventures Corporate Office: 401 B, Manglam’s Ambition Tower, Agrasen Circle, C-Scheme, Jaipur-302001, Rajasthan, India. Furthermore, the Partner Merchant acknowledges the fact that the Partner Merchant will be solely responsible for all the claims and compensations arising out of any dispute if the partner merchant fails to provide the promotional offer to TFI Rewards members and/or in the case if Partner Merchant fails to notify MnP Business Ventures 90 working days in advance for the untimely/premature promotional offer removal from the TFI Rewards Program prior to the Offer Deadline set in the agreement.
12. License: The Partner Merchant grants to MnP Business Ventures a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Partner 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 the Promotional Offers, in any and all media or formats in which such Promotional Offers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the MnP Business Ventures Rewards Program Website- http://www.thefunkyindian.com.
13. Term and Termination: The Agreement shall continue in effect from the date of the agreement for the length of two (2) years. MnP Business Ventures may terminate the Agreement at any time for any reason by giving the Partner Merchant written notice of such termination. Upon execution of the Agreement, Partner Merchant agrees that the Partner Merchant will not promote an online offer with respect to the products or services described in this Agreement of similar or greater value for a period up to 90 days from the Effective Date, plus a minimum of 90 days following the Merchant's date of feature on the MnP Business Ventures Rewards Program Website.
14. Partner Merchant Representations and Warranties, and Indemnification:
The terms and conditions of the Promotional Offer, including any discounts on goods and services offered thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order ("Laws"), including but not limited to, any Laws governing Promotional Offers, gift cards, coupons, and/or gift certificates;
15. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws: Partner Merchant further agrees to comply with the Promotional Offer terms and conditions as set forth on the Website, and to ensure that the Promotional Offers comply with any and all Laws that govern Promotional Offers, gift cards, coupons, and/or gift certificates, including but not limited to, the Reserve Bank of India Credit Card Guidelines “Master Circular No. DBOD.FSD.BC.14/24.01.011/2011-12 dated July 1, 2011” and any state or local Laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Promotional Offer. Partner Merchant shall allow the TFI Rewards member to redeem the Promotional Offer for the applicable term specified under applicable state or federal Laws and shall allow the cash redemption of the Promotional Offers as required by applicable state or federal Laws. Furthermore, Partner Merchant agrees that so long as an appointment is made for the redemption of a Promotional Offer before the expiration date or offer deadline, the Promotional Offer will be fully honored without restriction even though the services may be fulfilled after the offer deadline.
16. Confidentiality and Intellectual Property Rights:
17. Limitation of Liability: Except for indemnification obligations hereunder, 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, or otherwise, even if informed of the possibility of any such damages in advance, mnp business ventures's sole and complete liability to partner merchant for any claims arising out of relating to the agreement or any errors, omissions or misplacements of the promotional offers shall be limited to the amount of opportunity fees paid, if any, hereunder. this limitation of liability shall apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.
18. Any claim arising out of or relating to any error or omission in a Promotional Offer must be made within fifteen (15) days of first publication of the Promotional Offer. Otherwise, the claim shall be deemed waived by the Partner Merchant.
19. The Parties in the agreement are independent contractors. Nothing in the 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.
20. The 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. The agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.
21. Partner Merchant may not assign or transfer its rights or obligations under the Agreement, whether by operation of law or otherwise, without MnP Business Ventures's prior written consent.
22. Except as expressly set forth in the 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. mnp business ventures does not warrant or guarantee that the services offered on or through the website shall be uninterrupted or error-free, that the promotional offers will be error-free or that any errors, omissions or misplacements in the promotional offer will be corrected, or that promotional offers will result in any revenue or profit for merchant.
23. The Agreement shall be governed by the laws of the State of Rajasthan only, without giving effect to any principles that may provide for the application of the laws of another jurisdiction. Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination, shall be subject to the exclusive jurisdiction of the competent courts in Jaipur, Rajasthan. The award rendered by the arbitrator shall be final and binding on all parties, and judgment upon the reward rendered by the arbitrator may be entered in any court of competent jurisdiction.